Real Folk Blues: A Peni Parker - Spider-Man Noir Story
by JNewbold54
Summary: Peter Parker had often thought about the future. He had never expected it to come to him. Now he has to deal with a dimensionally displaced half sister who really doesn't belong in 1930's New York. It's been that sort of day.
1. Prologue

**_Prologue_**

 _My name is Peter Parker_

 _You might think you can guess the rest. You're probably wrong._

 _I was born in 1914. When I was nine years old, my parents, Richard and Mary Parker, were killed during a gang shoot out. I was raised by my Uncle Ben and Aunt May. I don't really remember my parents that well, and Ben and May loved me like I was their own, so I wasn't too unhappy growing up with them. Then the great depression kicked in, and everything started to go wrong._

 _We went hungry a lot. I had to get work as soon as I left school to help support my family. Uncle Ben wasn't exactly healthy, and I didn't have much experience, so we both had a lot of trouble getting work. I worked as a shop assistant, a cleaner at a cheap restaurant. None of them lasted long enough to make much of a difference. Certainly not enough to pay for college tuition, which I'd need for any job I'd actually be good at._

 _When I was at school, I loved science. I studied it as much as I could. Even after I left, I read science books at the library whenever I could. I wanted to be a scientist, like Edison or Tesla. I'd probably have been good at it too. But without a proper education, I could never have gotten started, and it turned out the universe had other plans for me._

 _It all started, as you probably could have guessed, with the death of my Uncle, and a spider bite. There was a bit more to it than that, though._

 _My Aunt and Uncle were Socialists. They believed that the people in power had a responsibility to help those without. They also believed that if those in power could not be trusted, it was the responsibility of the people to remove them. As you can imagine, this did nothing to make them popular with the people running the City. Uncle Ben paid the price for it. I found what was left after they were done with him. It wasn't a lot. He had been beaten to a pulp, then torn apart and partially eaten. At the time I assumed they had set wild dogs loose on him. The truth was much worse. He had been cannibalised alive by a monster of a man called the Vulture._

 _Not long after that, I got a stable job at last, and one I wanted to work on. I had met a man named Ben Urich, a reporter and Photographer for the Daily Bugle, one of the few reputable newspapers in the city. Urich took me on as his assistant, and we went and looked into every bit of crime and suffering in this city, and put it up in newspapers where it couldn't be ignored. I really felt like I was doing good. Especially since Urich was doing an investigation into the Goblin, Norman Osborne, the city's top gangster, and the man who had my Uncle murdered._

 _Then one night, when Urich was asleep, I got a phone call meant for him. I learned a few things. In the underworld, Ben Urich was known as the Spider, and he had informants, telling people where the crime was going on. I went over to where the current crime was occurring. Osborne was trying to steal a statue of a spider god. Apparently the guy liked foreign art. It all went wrong, of course._

 _The statue got smashed, and released a swarm of the most appalling spiders you ever saw. They killed all of Osborne's men, but when they attacked me, I had a vison. The spider god told me it was sparing me so it could give me "the curse of power" or whatever, and when I woke up, I had powers. I was faster and stronger than any poor kid from New York had a right to be. Much stronger. Any injuries, however serious, fixed themselves almost completely overnight. My senses were more acute than I could have imagined before. And I had this weird feeling, like precognition, that told me when someone was about to kill me, or when I was being lied to, and when someone was not what they seemed._

 _Not long after, I found out that Urich was in Osborne's pay. That was why he had never published all the blackmail material he had collected. Somewhere over the years, he had lost his desire to help people. He was a liar, and a coward, and a drug addict. I couldn't hate him though, because when I called him out on it, he genuinely tried to change. He never had any real chance though, because Osborne had him killed as soon as he realised he couldn't buy him anymore._

 _I took Urich's files. I didn't get them published though. Someone had gotten to the Bugle's editor, J Jonah Jameson, so there was no way to get them published. So I quit my job and got myself set up as a private detective, using my powers and Urich's files to help solve and deal with crimes. I studied the spiders that bit me, but I couldn't figure them out. Aside from their silk and their venom, they seemed just like ordinary spiders. The venom didn't seem chemically different from most spider venom, but when I injected myself with it; it gave my powers a brief boost. I remembered what the needle did to Urich though, so I avoided using it._

 _Their silk was black in colour, and had numbing properties when it touched human skin. I was able to synthesise a compound from it that I could use as a non-lethal weapon. Because of the webs I left behind at crime scenes, and the fact that I maintained Urich's circle of informants, the press and the underworld called me the Spider-Man._

 _Things have gone as well as I could expect after that. I took down Osborne, tried to take him into custody, but he chose suicide over prison. I shut down his criminal empire, and helped keep out people who would try to take his place. I get plenty of work as a detective, and plenty of money too, enough to support Aunt May, and help run a welfare centre for the poor of the city. I've never told her what I do for a living, though. I know she doesn't approve of Spider-Man. A few more years, and I'll finally have enough money to apply to college._

 _I briefly had a dalliance with Urich's old girlfriend Felicia Hardy, but she wasn't too interested in anything long term. Now, I'm with Mary-Jane Watson, one of a few rich dames who came to help out at the welfare centre. She was the only one to stay on permanently. We haven't talked about marriage or anything yet, but I'm hopeful._

 _There are a lot of weird guys like me out in the city now. Some of them try to help their fellow man, like I do, including Daredevil, The Iron Man, and the Wizard. Others like the Sandman, Xavier's little monsters, and an albino mobster named Tombstone, use what they have for selfish and destructive ends. I've met both, and frequently fought the latter. But out of all the strange creatures I've encountered in this city, I am still the one and only Spider Man._

 _Well, sort of._


	2. Chapter 1

**Chapter 1:** ** The Wizard and the Spider**

 **Spider-Man's Office, New York, Monday the 3rd of June, 1933**

It all started when the Wizard came knocking at my door. I've had a lot of weird customers in my time. For one thing, I'm a private detective. For another, I'm Spider-Man. Normal people don't generally ask for my help. But even by my low standards, Stephen Strange did not remotely qualify as normal.

He didn't look like much. He was neither especially tall, nor very short, and was quite thin. He wore a long, battered red coat over a simple and worn blue suit. The only interesting thing about his dress was his tie-pin, which was a stylised golden eye. His face was long and thin, with pale blue eyes and paler skin, the kind of man who did not get outside much. He was clean shaven, his short black hair streaked with grey. A pair of round glasses on the tip of his nose gave him a permanently befuddled look. He seemed to be some scholar type, with little understanding or experience of the real world. Until recently, you would have been right.

About a year ago, Dr Strange, as he preferred to be called, was called out of his peace in the library of the Miskatonic University, to investigate strange occurrences in some backwoods town near Boston. His doctorate was in folklore, and he had been called out because a series of murders in the area seemed to tie in to local legends. I'm not sure what he found out there, because he never told me, but whatever it was, it showed him the truth about the world.

If you've ever read one of that hack Lovecraft's stories, you probably know the idea, "ancient gods waiting in the darkness to reclaim the earth and wipe out humanity", the usual stuff. Unlike a lot of people, Strange chose to stand his ground and keep the old ones at bay as long as he could, rather than abandon hope and die. That earned him a lot of respect in my eyes. It didn't make us friends though. For all his heroics when it came to the old ones, he made it clear he didn't care about ordinary problems. Plus, he always had this air of arrogance around him, like he felt he was better than anyone else in the room, and didn't care if they knew it. I respected him professionally, but I didn't much like him

"What do you want, Strange." I didn't bother asking how he was. The only reason he came to see me was when he needed something. He reclined into the only other chair in the room, giving his surroundings a disdainful look. I'll admit my office isn't much to look at. It's in a basement, and I don't have a cleaner.

"I need you to find something for me." Oh good, an opportunity to get myself paid. I seriously need the money; I haven't had a job in two weeks.

"This had better be a paying job, Strange. No more favours."

He looked mildly irritated. "Is the knowledge that you are preserving this world's future not enough for you then, Spider?"

"It's nice, but it doesn't pay the rent. Not all of us get University funds." He sighed and nodded his head. Strange has never been ashamed of how much money he has, and doesn't quite seem to get how important it is for most of us.

"I'll pay you $5,000 if you do this. Is that enough to make you do what you know is right?" That was a lot of money. We could run the shelter for weeks on that! I forced down my irritation, and did my best to play nice.

"OK Strange, you've got me. What is it you want found? Judging by what you offered, I'm guessing it's dangerous."

Strange beckoned over to the man he had entered with. He was a tall Chinaman, in a suit that clearly didn't fit him, and looked like it had been bought in a rush. He didn't look at all comfortable, but very determined. He carried a bag over his shoulder, and as he walked up to my desk, he took out its contents, and flung it down in front of me.

It was a book. It didn't look like much. It wasn't very big, it had a plain black cover without any markings, and it looked distinctly worn. But when the Chinaman took it out, the room seemed suddenly much colder. I couldn't put my finger on why, but my eyes were drawn to that book. I felt a distinct and powerful urge to open it and read. Considering who had brought it, I felt pretty sure that would be a bad idea.

"What is it?"

"It has many names. It is known by some as the Naturum Demonata, by others the Al Azif, and by many the Book of the Dead. But its true name is the Darkhold."

I frowned "I've heard of that. I thought it was just the black magic equivalent of a beginner's primer. Useful for amateurs, but not worth much to the talented."

Strange grimaced. "That is true of the English translations. The text that the translators read contained useful information, but nothing you couldn't find in any other book of black magic. This, however, is Alhazred's original manuscript. And the Mad Arab put secrets in here the translators never found."

I had to ask. "If it is as dangerous as it sounds, why haven't you destroyed it?"

Strange sighed. "We can't. I don't know what the pages are made of, but nothing we do to them does any damage. All we can do is hide it away where no one can find it."

"So why haven't you?" Strange looked over at the Chinaman, and then started to speak.

"Wong and I found this book, when we interrupted a cult of Dormammu in Tibet. They had previously succeeded in using it to resurrect one of their old leaders, Baron Mordo. Their efforts to summon their patron god, however, were rather less successful. None survived. But when I examined the book, I made a worrying discovery. One of the pages was missing."

"I thought you said the book was indestructible?"

Strange snorted. "The _pages_ are indestructible. The bindings are another matter." He pulled out a map from his pocket, and spread it over the table. "I was able to track it down to this city, but I can't be any more specific than that. I need you to help me find it, before it finds its way into the hands of someone who can use it."

I nodded. It wouldn't be easy. One page in a city of millions was going to take some finding. I looked over to Wong, who had got up to go with us. " _Does he speak English?"_ I asked Strange quietly.

It was Wong who spoke. His accent was very thick, and he hadn't quite got the hand of some of the pronunciations, but I could easily understand him. "Not well, but well enough". I nodded, feeling slightly embarrassed. It would help if we could all easily communicate.

"Where to first?" asked Strange. I walked quietly over to a cupboard concealed in part of the wall. I opened it, and pulled out a thick set of files. Many of them had been compiled by Ben Urich. Others I had put together myself. I opened them, and started looking through gangsters who had shown interest in the occult.

 **Brooklyn, The Warehouse District, 4 hours later**

The Group of mobsters below me were the usual sort. Some desperate looking folk were there because they needed the money, and couldn't get any honest work. Others were established criminals who had made a career of crime their whole lives, and would carry on even if honest work became available. And as always, there were a few who committed crime because it gave them an outlet for their cruelty.

The fight went the same as most of them did. After a while, one gang-bust had started to blur into another, and it had become harder to remember a specific fight. It started with me leaping from a nearby roof, and landing on the largest and most dangerous looking gang member before any of them had time to react

"IT'S THE SPIDER-MAN!" One of them screamed, trying to bring his tommy gun to bear. Before he had time to fire, I grabbed hold of the barrel, and twisted it out of shape. When he pulled the trigger, the gun backfired and exploded, the crook falling backwards, screaming in agony and clutching his mangled hands to his chest.

The rest were not too hard to deal with. The ones who tried to fight me went down after a few well-placed punches, and the ones who tried to run away were not fast enough to avoid my webs. One by one they went down.

I grabbed hold of the man whose machine gun had explode in his hands and flung him into the wall. **"You work for Don Moretti, Yes?"** It wasn't exactly comfortable making my voice sound that deep, but I highly doubt my real voice would have intimidated him much.

"Y-yes, I work f-for Moretti!" stammered the unfortunate Crook. Not a lot of guts in this one, evidently. Hopefully, I could get some useful information out of him.

 **"Moretti has an interest in the occult. About three months ago, he bought a collection of objects believed to be cursed. One of them was a page torn from an occult book."** I held up the Darkhold and showed him one of the pages. He seemed pretty mundane, so I didn't think it could hurt. **"You were there that day. Did it look like this?"** He nodded frantically.

 **"Where does he keep it?"**

The idiot moaned, and shook his head frantically. I growled, and pressed my fingers into the shattered bones of his hands. He howled in agony. "I c-can't tell you that! P-please! Do you know what he does to Stoolies? If I tell y-you where he keeps that stuff, I'll be lucky if he k-kills me!"

I nodded. **"Yeah. I know what Moretti does. But Moretti is not here."** I smashed my fist into the wall beside his head, shattering the brick to splinters. The last resistance in the man's eyes crumbled along with the wall. **"Tell me where he keeps it, or I'll make you wish Moretti had found you."**

 **The headquarters of Don Moretti, 1 hour later**

Don Moretti was one of the gangsters who had come to the city after I had dismantled the Goblins Empire. He wasn't on the same level, but he was resilient, like a cockroach. I had shut down all his dens, taken out his enforcers, confiscated his product, and he still kept on going. He had been a tough little shit. It looked like he had gone down fighting. His knuckles were bleeding and torn, and his tightly clenched hand was wrapped around his gun. From what I could tell, he had been gassed. His skin was discoloured and peeling in places, his face swollen and blotchy. The bodies of his lackeys surrounded him.

"Well?" Strange looked decidedly ill, but he insisted on staying by me whilst I worked the case. I ignored him, as I adjusted the lenses of my goggles to focus on the floor. With the right setting, I could see the traces the gangsters feet had left behind on the carpet, and more importantly, the footprints leading away from the carpet. The ones leading out of a room full of corpses.

I spoke at last, having reached my conclusions. "From the looks of things, we weren't the only ones looking for the page. Moretti's safe has been ransacked. The page is gone." I Collected samples of greenish powder from the carpet, using my lenses to look at it in the closest detail I could. I had suspicions about who might have done this, and these traces looked like a sign I was right.

"Any idea who we are looking for?"

I nodded. "Definitely. You see this powder? It's a by-product of the gas compound used here. I've seen it before, and there is only one man who uses it. His name is Quentin Beck."

"Never heard of him." Not surprising really. He was very much a minor threat to public safety, and mostly in the mundane sphere.

"He worked as a filmmaker before the war. When the war came, a lot of filmmakers ended up out of work. He took to street performances, using flashing lights, smoke, loud noises and whatever else he could come up with to entertain the crowds. Then it turned out he was using them as a distraction whilst pickpockets working for him robbed the crowd. He got an arrest warrant, and ended up working as a tech guy for the mob. Called himself "Mysterio".

Strange snapped his fingers. "I know that name. Minor talent for the dark arts. He likes to mix up his knowledge of magic and technology to make up for his lack of talent at the former."

I nodded. "He always had a massive ego. If this page is as powerful as you say it is, he would definitely want to have it."

"Can you find Mysterio? And quickly, before he does too much damage?" I pondered it.

"I can find him fairly quickly, but from the looks of things, these bodies have been here for a long time. The gas he uses slows decay. He may have already had the time to begin his plans."

"Then we have no time to lose. How do you plan to track him?" I was already on my way out of the room, heading for Strange's car. Wong had remained outside on guard, as Strange drove a silver Rolls Royce, and this area had a lot of thieves.

"Mysterio's gas has a very distinctive smell, and because it leaves traces in the environment for days after its use, it makes a good trail for someone with enhanced senses. I can follow the trail he left when he exited this building, which should lead us to wherever he is hiding." We jumped into the car, me taking the wheel after a brief complaint from Strange, before heading off into the night.

 **The roads leading to Mysterio's base**

"So, what is actually on that page?" Strange looked thoughtful, his head resting on his chin in the classic thinker pose.

"I don't actually know. The real secrets of the Darkhold are in a form of writing that can only be seen by those with experience of dark magic. It's why the translators couldn't find it. The writing appears different to each person, written in their language, and tailored to their understanding of the world. I have never looked myself. The knowledge it holds is hard to resist." He paused, and then looked at me. "But at a guess, considering the failure of the Dormammu cult, I'd say the page probably detailed the opening of portals to other dimensions."

That couldn't be good. Strange had told me about the sort of creatures that could come through dimensional tears. None of them were the sort of thing you wanted running about in New York.

"Is Mysterio powerful enough to be a threat, even with that kind of power? He's never been much of a threat before."

Strange looked grim. "Definitely. He is just about powerful enough to read the Darkhold. That is all it takes."

Then things started to go wrong. A tall building about 300 metres ahead suddenly began to pulse with blue light. The space around it began to bend and warp, and bubbles of light and bent air began to form around it, as ghostly flames began to consume the building. Beside me, Strange had gone even paler than usual. " _Oh God"_ he whispered. " _We're too late."_

As we pulled up beside the incandescent building, the windows blew out, the glass blasted to powder. The building was surrounded by a column of spinning air, powerful enough that none of us could get close. Above us, thick storm-clouds had gathered, flashing with worryingly colourful lightning.

"WHAT DO WE DO NOW?" I roared above the din of the wind. Strange looked utterly hopeless, and said something I couldn't hear. "WHAT DID YOU SAY?" I bellowed at him.

He jerked to life, and spoke again, much louder. "IT'S TOO LATE! THE PORTAL IS ALREADY OPEN, AND I CAN'T GET CLOSE ENOUGH FOR A COUNTERSPELL!"

There had to be something I could do! I refused to just stand here as my city became the party destination for every eldritch nightmare in adjacent dimensions. There must be some way of stopping this. I had to think! I tried my hardest to remember what I knew about Mysterio. His background was in science. He used a mixture of science and magic to compensate for his lack of skill. I looked around, and I could see the power lines leading to his building. They were glowing blue with the sheer energy flowing through them. God alone knows how they were coping with the power demands. I pulled out my revolver, and fired off every bullet I had, snapping all the electrical cables leading to Mysterio's Building. The light from inside began to pulse, and a deep, throbbing blast of noise rang out, knocking me off my feet, and into the nearest wall.

When I came to, I found Strange leaning over me. Wong had a bucket of water, and was doing his best to put out all the fires that had started while I was out. The building Mysterio used as a headquarters was wrecked, and very much not glowing. The sky was normal again. I had done it!

"How did you stop it?" I smiled behind my mask, and turned to Strange.

"Mysterio was a scientist more than a magician. The Darkhold showed him how to open a portal in a way he could understand: using technology. And technology needs power. No power cables, no portal."

Strange gave me a genuine smile. "Spider, I cannot thank you enough."

I waved him off. "Yeah, whatever, Wizard. When do I get my money?"

Strange frowned. "I'm afraid our business is not concluded. Mysterio escaped, and he still has the page. I saw him running with it as the building collapsed." He turned to the east. "And in any case, that portal was open for a long time. Something may have come through."

I sighed. My work is never done, it seemed. And sure enough, in the distance, I could hear noises that sounded worryingly like screaming. I looked at Strange. "We should probably head over there."

He nodded then turned to Wong. "Can you go in there, see what you can find of Mysterio's Work?" Wong nodded, and began climbing in through the shattered walls, trying not to cause any collapses.

Against all probability, Strange's car had been totally undamaged in the Crash. We sped over to where the screams were coming from. Above the noises of the screams, I could hear something else. An appalling sound, which mixed elements of spine-shuddering low pitches and ear-splittingly high ones into a nose guaranteed to make the listener want to smash their head to pieces against the nearest wall. Whatever had come out of that portal did not sound friendly.

Then something rather unexpected happened. A shadow passed over us, and instinctively we both looked up. The fact that we did not immediately hit a wall is a sure sign that only most of my luck is terrible. The sight was arresting. It was the form of some sort of mechanical suit, like one of Starks, but much more advanced. It was at least ten feet tall, and probably taller, but it swung on what looked like a length of rope with grace and speed. It was gaudily painted in reds and blues, dotted with written inscriptions.

And it had a white spider emblazoned on its chest.

This was where the Girl came in.


	3. Chapter 2

**Chapter 2:** ** Down the Rabbit hole**

 _Hi Guys! I'm Peni Parker._

 _You might know me better as the chief pilot of the SP/dr Program, although that's kinda a misnomer, seeing as I am the only pilot._

 _I was born in 2128. My parents were Richard Parker, an Oscorp scientist, and Yuri Watanabe, Police Commissioner of the NYPD. They weren't married, but they worked together on a big project the city commissioned Oscorp for to help deal with a rise in superpowered crime. One thing led to another and, hey presto, ME!_

 _I was mostly raised by my Mom, and didn't see my Dad much. He was always busy in the lab. The first nine years of my life were pretty happy, all things considered. I had friends at school, a loving mother, and a lot of freedom. The big project had scared off a lot of superpowered criminals, so the city was pretty safe. I went to Total Immersion arcades, I visited Audience-Participation Cinemas, and I had restaurant trips with my parents, which were always fun even if my Dad was a bit distant._

 _Then my parents died._

 _It was a test of the system. They had gotten the mental uplink system working properly, but the suit itself had a fault. Several of the capacitors blew, sending a powerful electrical shock into the mental uplink. The uplink was unharmed, but it gave my father a fatal stroke. When the suit crashed back to earth, the explosion destroyed the observation platform, killing everyone inside, including my Mom._

 _My Uncle Ben (Dad's brother) and Aunt May took me in after that. They had been working with him on the Suit, but they couldn't get the system working. The core of the uplink is SP/dr, a genetically augmented cyborg spider. It bites the pilot, establishing a psychic link, and helps them control the system. Without it, the strain caused fatal brain damage. But SP/dr was bonded to my father's genetic code. It wouldn't bond to anyone else. Even Uncle Ben wasn't close enough. They had fixed the suit and got it working properly, but no one could replace the uplink, and without it, the suit was worthless._

 _They couldn't abandon the project; they had put too much money into it. So they needed someone with sufficient genetic similarity to my father to pilot. Guess who?_

 _That was two years ago. It's not so bad. So all my friends got distant because I keep getting taken out of class by security services agents. And who cares if this technically makes me a child soldier? I have a wonderful best friend in SP/dr. Whoever thought spiders were creepy never met him. He's fluffy and adorable and I love him. And my instructors are really nice. Mr Murdock teaches me how to fight, and Mr Octavius teaches me mechanics, and they were both friends with my Dad, so we talk about him a lot. Aunt May and Uncle Ben aren't always there, what with their jobs and all, but I'm sure they're trying their best._

 _I miss my Mom. I don't cry at night as much as I used to, but I still haven't looked much at our old photos. I still try to be happy though, and it's working pretty well. Being sad won't bring her back._

 _And above all, it's_ fun _. From the first time I got in Dad's suit, and started swinging through the city, it was the most exhilarating experience of my life. I do a lot of stuff. Plenty of fighting, but also rescue and repair in environments to hazardous for anyone else to go._

 _Apparently, I'm quite photogenic, so they used me in a lot of advertisements for the security services. It was nice, but it got a lot of attention, so all the big Gene-Pop magazines asked for interviews. There were quite a lot of paparazzi photographers following me around for a while, which wasn't nice, but then a whole bunch of them turned up tied to a bridge, with a sign next to them reading **"Leave the kid alone, Creeps".** I don't know why, but Mr Murdock smiled to himself when that came on the news. They stopped following me after that._

 _It's not a bad life, really. Plenty of people have had to deal with much worse. I have friends, family, and a purpose in life. It's always fun, and never dull._

 _Then the weird stuff started._

 **Neo-York, The Parker family home, Saturday the 5th of April, 2140**

The day started like many others. The first ray of sunlight crept through my windows, gently waking me. I yawned quietly as I began to climb out of bed. Then a deafening blast from the Alert Siren blared from my wall, and I leapt out of bed with a yell, and then fell flat on my face onto the carpet. The Alert Siren, as you may have guessed, is not my favourite part of life as a Mech pilot.

I picked myself up, and rushed over to the wall, hammering at the off button, until the Siren shut off, and I could hear myself think again. I checked the clock; it showed 11:34 AM. I groaned. It was a lot earlier than I would have liked.

"Peni!" It was Aunt May. "There's an alert!"

"REALLY?" I yelled back. "I HAD NO IDEA!"

Does she think I'm deaf or something? That siren could probably wake the dead! I started pulling off my pyjamas, and then looked around for my interface suit. I couldn't see it anywhere. _Oh no no no, where is it, I need to go now!_ I scrambled about underneath my bed, looking to see if I had lost it under there.

"Peni! We need to go!" Aunt May again. I stuck my head out from under the bed.

"IN A MINUTE!" It wasn't under the bed then. Where was it! _Oh god, this is so embarrassing! What kind of Mech pilot is late to the job because she can't find her clothes!_

I rushed over to the terrarium next to the window. Inside it lived my best friend in the entire world, SP/dr, AKA a one-spider cure for arachnophobia. He was about the size of a tarantula, but even by that standard he was hairy. Fluffy would have been a better word for it. His fur was mostly black, but there were patches of red, forming diamond patterns, and the SP/dr program logo. His natural eyes had been replaces with prosthetics, which looked rather like old fashioned aviators goggles. The tips of his pedipalps and front legs had also been replaced, with a set of mechanical claws, which he could use as hands, or as ports to link up with technology.

I opened the lid, and lifted him out, in the process interrupting a perfectly good breakfast of crickets.

 _Annoyance_

SP/dr is a lot cleverer than normal spiders, but he isn't as clever as a person. His side of the Psychic link that connected to us was mostly in the form of simple emotions, rather than words. _I know, little guy, I know, but I really need your help. I can't find my interface suit! Can you help?_

Someone knocked at my door. "Peni Parker!" Uncle Ben this time. "We need to go! Now!"

"DON'T COME IN!" I shrieked. I was rifling through every draw I had, scrambling under every desk.

 _Satisfaction_

I whirled around to look at SP/dr. He was valiantly engaged at pulling my interface suit out from between two bookshelves. I grabbed it gratefully, and pulled it on as quickly as I could. When I had it on, I slammed my hand into the chest, and it shrank to fit my body perfectly. SP/dr leapt onto my shoulder, I grabbed my backpack, and I ran out of my room as fast as I could.

"Finally! What took you so long?" I rushed past my Aunt and uncle, and slid down the bannister to the bottom floor.

"Sorry guys! SP/dr was feeling sleepy. Didn't want to get up."

 ** _Annoyance_**

 _Sorry, little guy. And really, thank you for the help. But that was really embarrassing. And they won't punish_ you.

We dashed out of the door. The megatowers of Neo York rose around us. The usual holographic advertisements had been replaced with automated warnings to the populace that they needed to take shelter. We didn't follow them though. Instead, we went over to one of the large manhole covers on the street. Aunt May lifted open a panel on a nearby lamppost, and tapped a 9-digit code into the keypad beneath. The panel snapped shut, and the manhole cover began to descend into the bowels of the city.

As we descended, we could see the infrastructure of the city rising around us. The tunnels for ground traffic, train tubes, underground streets, subterranean apartments, they all vanished above us. At last, we came to a rest at our destination. The Triskelion. The headquarters of SHIELD was a rather extravagant structure, a central column, with three attached extension wings, forming a skeletal looking three-side pyramid. It was a pale grey in colour, and dotted with red windows. Inside was hosted the base for all the security apparatus of the East Coast.

In one of the outer wings, we arrived at the area where they kept my mechs. Yes, you heard correctly, mechs plural. The original one constructed by my father was in there, but its technology was somewhat outdated. SHIELD had used the design principles from the original to produce a number of more advanced, specialised designs. Of course, they all needed SP/dr and me to work, so only one could be used at a time, but they let me do a lot more different kinds of mission.

"Which one will I need today?" _Please let it be this one, please let it be this one, please let it be this one…_

"I think the standard suit should be fine, Ms Parker." _Yay, it is!_

 _Happiness_

My preferred suit out of the newer ones was the standard. It was easily the most adaptable. It had the standard webshooters, optimised for both combat and utility, and lasers built into the fingertips, for welding and self defense. The limbs were attached to the main body with the magnetoweb system, which allowed them an immense degree of mobility, making this Mech incredibly agile. It could cling to walls, switch between a two legged humanoid stance and a six legged spider stance, and had the most advanced scanning equipment in the business. The fact that it looked incredibly cool was an added bonus.

The spider symbol on the front sank into the body-work, as its chest split open along the line where the blue met the red. The inside was a simple cockpit with a comfortable seat and basic controls. I leapt inside, SP/dr crawling into his special alcove as I clambered into my seat. I flung my backpack into one of the suits storage chambers. As I sat down, cables in the Mech attached themselves to the front of my suit, and a safety harness strapped itself over my body to hold me in place. The screen in front of me lit up with information, as we powered into life.

"MS PARKER! YOU ARE GO FOR LAUNCH!" _Oooh, great! My favourite bit!_ We rose to our feet, and clambered into the launch tube. It used a combination of electromagnetism and compressed air to send me to the nearest output hole to the destination, and then launch me out with speed to start as quickly as possible.

The air began to pulse around us, and the tunnel began to hum and vibrate. Then, with a massive lurch, we shot forwards like a bullet from a gun. The suits inertial dampeners stopped us from being smeared across the back, but even so it felt like I had a rhino sitting on my chest, and believe me; I know what that feels like. Long story.

Then, with a bang like a cannon going off, we were high in the air, sailing through the streets between the buildings. Before gravity could overtake us, we launched out a web line to one of the skyscrapers, and began to swing.

"WHOOOO!" I've said it before, and I'll say it again, there is nothing like web swinging. I swung around the city's communication tower, passed straight through a holo-ad for that horrible Mr Jameson's new show, leapt off the side, and then swung off towards the red dot on our HUD's minimap.

"Aunt May, do you have anything on the target I need to know?" The question was rhetorical; she always has what I need to know.

"The target is Jackson Brice, codenamed the Shocker. He attacked a bank in the centre of town, and was able to claim some extremely valuable items from a client's safe. Recover the items if you can, but your priority is capturing Brice."

"Can I expect any help, or am I on my own?" I didn't hold out much hope. If Mr Murdock was coming, he would be here by now.

"Afraid not. Matt is dealing with a drug ring in Chicago at the moment. He won't be back till tomorrow at the earliest."

I groaned to myself. Jackson Brice had been a pain in the butt for years, even before I joined the program. He worked as a thief for hire and a mercenary. At one point he had been a shield agent, but somewhere along the line he started working on the other side of the law. He wasn't really much of a threat in the grand scheme of things, but he was really persistent, and had never been caught. Every time we tried to go after him, he always managed to get away. Usually leaving us humiliated in the process

 ** _Anger_**

I wasn't going to let him get away this time, not today! _Yeah, yeah, Peni, and that's what you said the last three times._ I hushed my treasonous inner thoughts, and we focused on targeting the Shocker.

His distinctive yellow and brown armour would have been enough to spot him. The sphere of glowing yellow energy that surrounded him made it impossible not to. When he saw us, the eyes on his helmet narrowed, and he launched himself off with an explosion and a yell of frustration. I don't think he liked us very much.

"Shocker! Give yourself up, and we can avoid a fight!" Surprising precisely no-one, his only response to that was to launch a bolt of energy at us. We dodged it quickly, but it still came close enough to singe our paintwork. In the process, it ruined one of my favourite drawings, a detailed mural of Jet Jaguar I had spent most of a weekend painting onto our hip. I had images I could use to recreate it, but it wouldn't be the same.

As we pursued Shocker, something very weird began to happen. The air between us began to warp, and turn blue, and strange bubbles of bent space appeared in the air. Before we had time to properly react, we went straight through one of them, and into something I can barely describe. It looked like a tunnel, but in the same way two parallel lines on a piece of paper look like a canyon. My brain recoiled from trying to understand it. Fortunately, before my brain could collapse completely from a total crisis of sensory inputs, we came out the other end, in a completely different city. This time, we were a long way above the tops of the tallest buildings, so there was nothing to slow our fall when I landed on top of one.

 **New York, Monday the 3rd of June, 1933**

If you've been paying attention this far, you'll know where I had ended up. But when I woke up after that fall, I hadn't the faintest idea. I couldn't see any familiar landmarks anywhere. "SP/dr, scan the city and compare it to the local database. See if you can work out where we are." The response was deeply troubling. " **ERROR. CANNOT CONNECT TO LOCAL DATABASE. ALL CONNECTIONS UNAVAILIBLE."** _What? But that's impossible! There's nowhere on earth you can go now where you can't get a connection!_

"OK SP/dr, scan the city and compare it to the on-board database." This was met with greater success, though the results were no less troubling. When the analysis was complete, the on-board database spat out two images that matched the cityscape before me. They were old, black and white photographs from some history homework I had been set three months ago.

(Yes, I do my homework on the job. It takes up a lot of my time, I don't have much in the way of spare time. I can multitask.)

The pictures were of 1930's New York. I could barely breathe. Had… had I gone back in time? Was that what that… _Thing_ had been? How was I going to get back? God, I couldn't be stuck here! I had a life! I had responsibilities! _I needed to go home!_

 ** _Worry_**

I was pulled out of my panic attack by the sound of screaming. I focused on that sound. Wherever I was, whatever was going on, there were people in danger that I could help. That took precedence over my own problems. We clambered to our feet, then leapt off the roof and began to swing.

The buildings here were shorter than the ones we were used to, but they were still tall enough for web swinging, though we were closer to the ground than we liked. Below me, I could see a silver Rolls Royce, heading in the same direction as us, towards the sound. I hoped the men inside knew what they were doing. I hoped we knew what we were doing. I felt sure now that I could get back. There hadn't been anything to cause what happened to me in my time, so whatever had happened had to have come from here. I just had to find it after I sorted this out, then I could go home.

The screaming was coming from the area around the base of the old Empire State, and I could see why. Some appalling monster was coiled in the middle of the road. It had the look of some sort of sea slug or segmented worm, mixed with bits of whale and cephalopod. Its skin was thick and textured like that of an elephant, but its grey surface was covered in pinkish slime. Its head was a great leathery wedge, its thin slit of a mouth filled with far too many teeth. Its tiny eyes stuck out on short stalks. Its body bristled with tentacles in clusters, connected together by webs of skin. Its body tapered to a diagonal fluke, studded with spikes of bone.

It rolled about on the road, lashing out at anything that moved. There was something wrong about it. It didn't move like something that big should, and things near it started to float, as though it had a rebellious attitude to gravity and was giving everything around it ideas. It didn't show up on half of our cameras, probably explaining why I had never heard of it. My most advanced cameras simply showed a swirl of bent space and psychedelic colours. Whatever this creature was, it wasn't meant to be here.

We walked up to it, making a threatening display with our hands, hoping it would back down. No such luck. It lunged at us, its mouth opening into a cavernous maw filled with fangs. Before we could dodge, a jet of what looked like liquid technicolour fire squirted out of its throat, blasting us in the chest. We were knocked onto our back, the fire rapidly heating up our armour. We rolled on the ground till the fire went out, and then clambered to our feet. We rushed towards the monster, leaping into the air, webbing as many of its tentacles to the ground as we could, landing on its head, and raking our claws along its neck. But its skin was tough. The kinetic weapons being fired by the local police weren't even denting its skin. Our claws were doing better, but its skin was too thick to pierce. I switched to the welding lasers, and we blasted all six at full strength into one of its eyes. It sure as heck felt that. It reared back, screeching in agony. We were flung off its back, and struck a lamppost.

As we struggled to get up, I saw it dashing off towards the Empire State. As it went past, it grabbed some poor woman off the street. It leapt into the air in exactly the way you know something that large shouldn't, and began to ascend the skyscraper. Muttering words that I was glad Aunt May couldn't hear me say, I switched to our six legged form, and we leapt onto the side of the building. Our HUD showed the best places to put our feet, and we began to scamper up the building after the monster.

It looked like it was going to be a busy day.


	4. Chapter 3

**Chapter 3:** ** The New Girl**

By the time Strange and I had gotten to the area, it was a little too late to intervene. All we saw was the end of the fight between whatever the hell that _thing_ was, and our mystery spider-machine-man. I had some idea now why it had some spider iconography, what with it transforming into something a lot more like a spider. Even so, I couldn't help but feel I was being ripped off somehow.

I rushed towards the entrance, but Strange grabbed my arm, and shook his head. "Strange, what the hell are you doing? I need to get up there!"

"If I let you up there, what exactly are you going to do? Wrestle it into submission? Your gun won't do much; the police couldn't even break its skin with theirs. And I doubt your webbing will have much effect on its biochemistry – assuming it even has one. If you go up there now, you help nothing but your own ego."

I wasn't best pleased by this response, and made my feelings on the matter plain by trying to punch the bastard in the teeth. Unfortunately, Strange was a lot faster than he looked, and he got out of the way before I could land the blow.

"Spider, get a grip! I am not saying we shouldn't help! I only mean we need the proper equipment. Without it, we will be worse than useless!"

I did my best to calm down, reminding myself that for all that Strange could be an arrogant, self-serving arsehole in mundane matters, he never backed down from a supernatural threat. If he thought we needed to leave the area, it was so we could be sure of victory. It didn't feel any less like running away.

"I have some equipment that will come in useful for this, it's down by the harbour." called Strange, as he turned towards one of the buildings walls.

"The _Harbour_! By the time we get back, it could have killed hundreds!"

Strange shook his head. "Firstly, it won't be hurting many people from the top of the Empire State, and I think it'll be up there for a while. And second, we're taking a shortcut."

"How the hell do you take a shortcut to the harbour? It's miles away! No matter what route you take-"

Strange held up his hand, some dried leaved leaves clutched between the fingers. He was examining some angles of the wall with a mirror, and applying some mysterious white powders. "Spider, I need two things from you right now. I need you to shut up, and I need you to chew these." He held the leaves out to me.

I made a token effort to protest, but he gave me a remarkably intimidating glare for a man nearly a foot shorter than me, and reluctantly, I took the leaves, and chewed them as best I could. They were truly disgusting, mixing the worst parts of the taste of old dust, hot tar, and sprouts.

After about 30 seconds, Strange gestured for me to spit them out, and I did so with immense relief. Strange had been doing the same, and I noted with some satisfaction that he looked about as ill as I felt.

"Time to go." He grabbed onto my arm. "Whatever you do, do not let go." Then he ran forward, dragging me along, straight into the wall he had been so interested in. Against all the laws of nature and common sense, we did not smash our faces into brick, which by this point I would have been happy to go through if it meant Strange did as well. Instead, we went straight through the angles of the wall, and into… something. I can't really say what it was. It looked like a kaleidoscope made of pictures of the city. Strange was running along a line of concrete that was being folded, jumping between angles of warped masonry, and dragging me along all the while.

After what felt like forever, but was probably only a few minutes, we emerged back into the real world, right outside the harbour. I immediately collapsed to my knees, and tried my best not to be sick. Trust me, that's not fun when you're wearing a full face mask.

When I had my breath back, I gave Strange the best glare I could manage, which was completely wasted since he couldn't see my face, and hissed "First of all, what in the _FLYING FUCK_ did you just do, and secondly, why the fuck didn't you **warn me first**!"

Strange shrugged. "We were in a hurry, and I was fed up of listening to you talk. Anyway, would me telling you have prepared you for that? I thought not, so I didn't bother."

In case you were wondering, this is why me and Strange weren't friends.

"As for what that was, it was a trick I picked up from a particularly unpleasant witch back in Arkham. She had figured out a technique combining advanced mathematics and magic to pass through other dimensions of space, to allow for travel to other worlds and times – or a quick shortcut across long distances."

We rushed over to the water. Next to a jetty, sat the form of… _Oh, good_ **grief**. It was a large red seaplane, with two seats, three mounted machine guns, and a large bag of equipment stuffed into the back seat. A large golden eye had been painted onto the side.

"Strange, dare I ask why you have this?"

He smiled grimly. "An unfortunate encounter with some Mi-Go in Vermont gave me an appreciation for the advantages of aerial travel." We clambered in. Strange was decidedly more comfortable, since the seats had clearly been designed with someone his size in mind. The fact that I had to balance the bag of equipment on my legs didn't help much. I looked inside as we began to take off. The equipment was an odd mix of weaponry (Tommy guns, grenades, and knives) and ritual paraphernalia (Chalk, odd powders, lines of what looked like spells taken from tomes of black magic).

"Strange, do you know what that thing was?" I called out to him as we took off. I figured he wouldn't mind me asking questions if they were useful to the situation.

"It's called an Ablisk. They're like interdimensional leeches; they get their energy from tears in the fabric of reality. This one must have been attracted by the portal being opened, and got stuck here."

"If it feds on dimensional energy, why did it grab that woman?"

"They get their _energy_ from dimensional tears. They get their _meat_ the usual way. It probably won't actually be able to digest her, but I highly doubt it's smart enough to realise that."

It still annoyed me how cold Strange could be about loss of life. He had told me before that when you were dealing with existential threats to the whole of humanity, you couldn't focus on individual human lives. I understood his meaning, but I couldn't agree. "So it's not that smart then?"

"Barely animal level intelligence. We were lucky. If anything more dangerous than this had come through, New York might not have survived."

I shuddered. I knew on an intellectual level that many of the things Strange fought against could destroy us if they ever came through, but the matter of fact tone in Strange's voice really hammered it home. This was the main reason why, for all of Strange's faults, I couldn't help but admire him, even if I couldn't like him. He had seen the nightmares that dwell in realms beyond, and he stood his ground. He stood against enemies that could obliterate him the way a wanton boy might crush an irritating insect. And despite all that, all the signs were that he was winning.

"How are you planning to kill this thing? Bullets aren't going to cut it. These grenades might hurt it a bit, but I doubt they'll do any real damage."

"The Ablisk isn't made of conventional matter. Our universe is toxic to it, the matter it's made of can't exist here for long, it'll already have started breaking down. It can slow it down by feeding on dimensional energy, which is why it climbed the empire state. The clouds are stuffed with energy after that portal opened. All we have to do is block it from accessing dimensional energy, and it'll die on its own."

"And the woman?"

He didn't speak for a long time. "Save her if you can. But if protecting her gets in the way of stopping that monster, I am going to leave her to it, and I would advise you to do so as well. Ablisks are remarkably spiteful for something that stupid, and if it figures out it can't keep itself alive, it's going to kill as many people as it can before it dies. I think we can agree that we can't let that happen."

I hoped like hell that our mystery Spider-friend was handling this situation better than we were.

 **Top of the Empire State Building, 10 minutes later**

It looked like we were a little late to the party. Every plane in the area had been called in, and they were unloading their guns into the Ablisk, as it slithered around atop the spire. I could see the form of the mysterious mechanical suit. It was crouched down over something. I felt a distinct relief that it was the woman. She still seemed to be alive, and the mysterious figure was shielding her from the bullets with its own body. The bullets just slid off its hull, without even leaving a dent. Unfortunately, they weren't having much of an effect on the Ablisk either.

I could see what Strange had meant about it not being meant to exist in our universe. Large dark patches now covered its skin, and they were beginning to peel and flake. Both it and the Spider-thing were covered in deep scratches. They must have been fighting really nastily until the planes arrived.

One of the planes scored a direct hit on the sickly patches on its skin, and this time, the bullets shredded its flesh. Green ichor spurted weakly out, floating in the air in clouds, boiling away to vapour. It reared back, screeching in agony, failing its tentacles about in the air. Its face twisted into a leer of what looked all too like rage. The tips of its tentacles began to unfurl, like the petals of a flower. Inside each was a small mouth, filled with teeth. They began targeting the planes, spitting more of the technicolour flames I had seen it use in its ground battle. One by one, the army planes fell out of the sky, plummeting to earth in flames.

"Can you get down there? I need you to draw the binding circle", Strange yelled to me as we dodged a blast of the beasts flame. He held out a piece of chalk, and a diagram of a complex looking circle of runes.

"Wouldn't you be better at that?"

He shook his head. "I wouldn't last long down there at the moment. Anyway, I'm the only one who can fly the plane."

I sighed, then grabbed the items he held, stuffing then into my pocket. With my other hand, I grabbed one of the Tommy guns, and some replacement rounds. "Spider!" Strange gave me a genuinely encouraging look. "Good luck." As we flew over the top of the mast, I leapt out, slamming into the radio tower with rather more speed than I had had in mind.

I recovered quickly, and clambered to my feet. The Ablisk and the Spider-thing had resumed their combat. The machine had buried its hands deep into the creatures flesh; whilst the monster was trying to chew open the machines shell. Neither seemed to be having much success.

The woman was at the edge of the platform, screaming her head off. Understandable, but pretty annoying. Probably best to get her out of here quickly. I ran over to her, holding out my hand in what I hoped qualified as a friendly gesture. **"Ma'am, it's alright. You're safe now. I'll get you out of here."** She looked like she was beginning to calm down, but she was still hyperventilating, which was hardly surprising given the circumstances. Nice looking dame, blonde, attractive. Pretty sure I'd seen her in a play a while back. If it wasn't for Mary-Jane, I might have been interested.

"S-Spider Man?" She was starting to look less scared. I smiled to myself under the mask. Always nice to be appreciated.

 **"What's your name, Ma'am?"**

"G-Gwen. Gwen Stacy." I thought she looked familiar. She was the police commissioner's daughter. She was a pretty talented actress, won quite a few awards.

"SPIDER, GET ON WITH IT, YOU QUIXOTIC IDIOT!"

 **"IN A MINUTE!"**

I helped Miss Stacy down to a platform where you could access a stairway to the main building. **"Go through that door, then keep going down the stairs. You'll find yourself in the main building soon enough."**

She nodded, and went down. I turned back, and headed back into the fray. The Spider-thing seemed to have given up on direct hand to hand combat, opting instead for more of those red beams of light from its fingers. They seemed to be doing more damage than anything else so far, leaving burnt scars in the creatures flesh. The beast lashed out at its tormentor, but the thing was incredibly agile, spinning out of the way long before tentacles or flame could strike it. Then, it raised its hands, and squirted out jets of…

 _What the hell?_

The substance was identical to my webs, but pure white in colour, and far more was coming out than I could have stored in my web-shooters at any one time.

 _OK, someone's been copying someone's notes._

No time to question mysterious and suspicious similarities in equipment and theming. Whatever this was, it seemed benevolent enough. **"Hey! Whoever you are, could you keep this thing in one place? I need to do something, and it needs that creature to be staying still!"**

The figure turned to me, and I couldn't help but shiver. For all its odd proportions and gaudy colours, the huge glowing red eyes gave it an extremely intimidating look. Then it spoke.

" _Okay, mister! Uhhh, by keep it still, are we talking no movement at all, or is there a bit more wiggle room?"_

OK. Not what I was expecting. I couldn't really get much of a grasp on the voice, it sounded pretty filtered, but it was a lot higher pitched than I was expecting. Very cheerful sounding too.

 **"As long as it's more than a yard away from the edge, we should be fine."**

The Spider-machine gave me a thumbs up, then leapt into the air, firing more shots of webbing at the creature, pinning it to the radio mast. It screeched, snapping all its mouths at its tormentor in fury, but the figure was far too fast, leaping around it before the tentacles even had a chance to catch up. Speaking of the figure, it was getting pretty annoying not knowing its name.

 **"Since we're fighting together, we should probably trade names. You can call me Spider Man."**

It gestured to one of the words on its chest, and spoke it aloud. _"SP/dr."_ It pronounced it "Spider", so I really didn't get the weird spelling. Someone's idea of a funny acronym, maybe? And what were the two slashes?

I shrugged the questions off. They could wait. In the meantime, I pulled out the chalk and paper, and began to draw out the rune circle on the floor.

As I drew the Runes, SP/dr called out to me. _"Uh, sir, do you happen to know what this thing is? It's kinda freaking me out, and half my systems refuse to acknowledge it exists."_

 **"It's called an Ablisk, it's from another dimension and got pulled here by those weird blue lights from earlier, and your system's problems are probably because it's not made of real matter."** I noticed the shape of SP/dr's eyes seemed to change when I said that. I wasn't sure, but it looked like it was worried. I figured it wasn't too important at the moment, so I carried on with the circle.

I was about halfway done, when the Ablisk noticed what I was up to, and focused its eyes on me. The eyes were incredibly creepy looking, made from solid crystal. One was glowing with ever changing lights. The other was fractured, partly melted, and was a pale white. Even the most bizarre and creepy animals I've ever seen didn't look at me like this thing did, and I felt a strange sense of terror, mortal fear shooting though me to the bone. I couldn't move or speak; it felt like my bones had turned to ice. Then the creature saw the runes. Strange had told me the Ablisk was stupid, barely as smart as an animal, but it must have had enough brains to recognise the runes, because it reared back and howled with what I can only describe as hate.

It lashed out, impossibly fast, latching its largest mouth around the top of SP/dr's head. SP/dr yelled in frustration and panic, and clawed at the stretched skin around the beast's mouth, leaving deep gashes in its skin, but the monster didn't let up. I was sure I could see its teeth slowly sinking into the machines hull. At the same time, one of its tentacles whipped around my leg, yanking me into the air, and then flinging me into the ground before I had any chance to react.

I was pretty sure I heard something break, but I couldn't tell what, because every part of my body ached like an elephant had used it for a doormat. I painfully pulled myself up to my knees. The Ablisk had wrapped its tentacles around SP/dr's limbs, pinning them in place, and it was worrying away at the hull with its jaws, and I could see large gashes in its hull.

Then, the creature flailed back, hissing in pain, as a shower of bullets smashed across its back, ripping into the dark patches of dying skin. Strange's plane came in close, and I saw him toss something into the Ablisk's open mouth. It must have been a grenade, because a few seconds later, a muffled bang, a cloud of normal flame, and a spray of green Ichor and broken teeth blasted out of the beast's maw. It reared back, tentacles spasming, rasping and choking as green viscera poured out of its mouth. SP/dr pulled itself free, and grabbed hold of the beasts one good eye. With a vicious tug, it tore the eye out, and crushed it to pieces.

The Ablisk screeched in agony, and blasted more of its technicolour fire from every mouth, creating a huge cloud of flame. The left wing of Strange's plane was engulfed, and began to burn. It twisted in mid-air, and then turned flying straight towards the Ablisk. At the last second before the plane struck the monster, Strange leapt out. SP/dr leapt into the air, and caught him, lowering him safely to the floor. The plane struck the monster with a deafening bang, its propeller ripping into the Ablisks flesh. A huge explosion blasted out, consuming the monster in flame.

Strange clambered to his feet. He had a large pistol in his hand, and a belt of grenades wrapped around his chest. He gave SP/dr a grateful look. "Thank you. If I may ask, there is a human in there, isn't there?"

 _"Well, yeah, I'm not a robot."_ I had no idea what a robot was supposed to be, but it was nice to know that SP/dr had a human pilot. I wondered who he was, and why I hadn't heard of him before. It was rather odd that he seemed to have turned up right in the middle of all this. But considering how often he had saved our lives, I wasn't inclined to be too suspicious.

I tossed strange my Tommy gun, and went back to inscribing the runes. Strange and SP/dr formed a team, attacking the monster in turns to keep it from targeting one of them fully. Strange mainly just unloaded rounds from his guns into its vulnerable areas, but SP/dr was a lot more versatile. He used a whole range of tricks, most involving webbing. He pinned its limbs to the ground, stuck fingers into the beast's wounds, pulled out chunks of flesh. One particularly stunning display was when he shot out two streams of an oddly silvery looking version of his normal web. When it struck the beast, arcs of lightning pulsed down the strands, and flickered through the Ablisk's body, sending it into violent contortions as its innards became visible through its skin. It didn't seem to have any organs, or any bones.

At last, I completed the circle.

 **"STRANGE! IT'S READY!"**

He nodded, and then began to chant some words in a language I didn't understand. "OGTHROD AI'F GEB'L-EE'H YOG-SOTHOTH 'NGAH'NG AI'Y ZHRO!" God alone knows what any of that meant, but its effect was quite clear. All around us, the chalk runes began to glow red, and the air filled with a deep bass rumble, and the smell of sulphur. The Ablisk howled in agony, and writhed in pain. What looked like multi-coloured light was pouring out of its body. The dark patches of dying skin were growing larger and larger.

Strange walked over to me, and clapped his hand on my shoulder. "Well done, Spider. Well done indeed."

The creature couldn't see us, but it must have heard us, because as soon as Strange spoke, it turned and came at us with speed and fury. I grabbed hold of the belt of grenades Strange was carrying, and pulled it off, gesturing to SP/dr to come with me. It looked like he got the message, because he ran after me as I charged towards the Ablisk. It opened its mouth wide, the beginnings of flames appearing inside its throat.

As fast as I could, I pulled the pin from one of the grenades, and then hurled the whole thing into the beast's mouth. Then, I sprayed as much webbing as I could into its throat. SP/dr added his to the mix, and in seconds, its entire throat was blocked by web.

The only sound the explosion made was a dull thud, muffled by the Ablisks body. But the effects were far more dramatic. The whole beast's body rippled, like water after you drop a rock in it. At every open orifice in its body, blasts of flame, Technicolour and normal, sprayed out for a few seconds, followed by jets of green fluid. The blockage in its throat finally burst with a wet pop, spraying chunks of melted web, followed by a tidal wave of green glop.

The Ablisk reared briefly with a faint wail, and then fell back to the ground, with a final gurgling rattle. Its body seemed to deflate, like a burst water balloon, as vast quantities of green liquid poured out of its wounds. Slowly, the whole thing slid down, off the edge, and fell into the open air. When it finally struck the ground, its body burst like a rotten fruit, spraying green ichor over everything in a 100 yard radius of its impact.

I turned to Strange. **"We should probably head back to your place."** He nodded, briefly pausing his efforts to gather up some of the Ablisks bodily fluids.

I turned to SP/dr. **"You fancy coming with us?"**

 _"Yes please! I… I don't have anywhere else to go."_

There was something about SP/dr's voice that seemed odd. I couldn't quite put my finger on it, but I had the distinct feeling I was missing something. What was more important, was that the comment about having nowhere to go was amplifying some suspicions I had about where SP/dr came from. I rather doubted that it was a coincidence his arrival was timed exactly to the opening of that portal.

 **Dr Strange's Penthouse, 1 hour later**

Wong had just arrived back from his investigation of Mysterio's base. The machine Mysterio had used was apparently destroyed, based on Wong's description of its condition. Both Mysterio and the Darkhold page were nowhere to be found, but a line of footprints indicated that he had managed to escape the blast.

"So we're back to square one then." said Strange.

"Not quite" I replied. "That machine would have taken up a great deal of Mysterio's resources. It'll be a while yet before he recovers enough to try again, and he's lost the advantage of surprise. Next time, we'll be ready."

There was a cough from the corner. Ever since we had arrived, SP/dr had been crouched next to one of Strange's chairs, reading some of his books. He raised his hand. _"Mr Strange, I'm feeling hungry. Do you have any food?"_

Strange nodded. "It's in the pantry, second door on the right in the hall. Help yourself."

 _"Thanks!"_ The armours chest began to open, slowly and jerkily due to the damage from the fight. I felt myself take in a deep breath, as I realised we were about to get our first look at SP/dr's pilot. What kind of man was about to climb out?

The chest opened, and the pilot climbed out.

 _Oh. Oh good lord._

Well, that explained the voice, and the odd mannerisms. I thought there was something I was missing.

The pilot of SP/dr was a small girl, about eleven or twelve years old. She had short dark hair, which stuck up in messy spikes, except for a large lock of hair, which she kept separate from the rest with a blue clip. Her eyes were green, and her facial features were a mix of oriental and white. There was something eerily familiar about her face. She was wearing a bodysuit of unfamiliar material, which was mainly white, but covered in lines of blueish purple that formed the outline of a spider, and dotted with three golden circles on the chest.

A hatch behind her in the suit opened, and a large spider climbed out. It was furry, red and black, and for some reason seemed to be wearing aviator's goggles. Another hatch opened, and she pulled out what looked like some sort of rucksack, styled into the look of a blue cartoon cat. She smiled, gave a small wave, and then ran off towards the pantry.

I turned to look at Strange and Wong. Strange looked about as shocked as I felt, whilst Wong looked as Stoic and impassive as he always seemed to be.

"I take it you hadn't figured it out either." I said. Strange shook his head. "Strange, I'm going to make a guess here. Do you think she came through that portal?"

He nodded "Almost certainly. If you've been in this business for as long as I have, you get to learn the signs for when something has recently crossed between dimensions. It's nothing you can quantify, just a feeling. If you don't know about this, you wouldn't even notice."

I shook my head. "But she's human! How could she have come through the portal?"

"Many dimensions out there have physical laws like our own, and are inhabited by humans. Only some are home to nightmares. Cultists rarely try to open to the former though, so we don't encounter them as often."

"Her universe can't be that much like ours. Look at that thing! There's no way anyone here could have built that. No one here would wear clothes like that either." I didn't mention the other little details, like her race, age and gender, since they seemed a little obvious.

"But she spoke English. There has to be some common history."

There was one other thing that was still pressing on my mind. "Why is she so… similar to me? The shared spider motif doesn't seem much like a coincidence."

Strange took a long time to respond. "One thing we know about other dimensions, is that they often… share elements with ours. When I heard Dormammu talking to his cult, he made statements that suggested he had encountered alternate versions of me in other realities. It is more than likely this girl is an alternate of you."

My head felt like it was spinning. She was a version of me? Or I was a version of her, if you wanted to argue semantics. Either way, I couldn't get my head around it. But as she came back in, chewing on a biscuit, I could see Strange was right. I knew now why her facial features looked so familiar. I looked at a version of them every day in the mirror.

"Kid, what's your name? Your real name, I mean."

"I'm Peni. Peni Parker."

I could feel my hands shaking, as I lifted them up, and pulled off my mask. Her eyes widened in shock as she got a look at my face. It looked like she was quicker on the uptake than me.

"I'm Peter. Peter Parker. And I think we have a lot to talk about."

 **30 minutes later**

You've probably already heard Peni's story, so I won't bother repeating it. I could hardly believe any of it, but I knew it had to be true. No one has been able to lie to me since that spider bite. From what I could gather, Peni was technically my half-sister, since we apparently had the same father, but a different mother. The fact that Richard Parker could have an open relationship with an Asian woman, that they could have a child together without getting married, and that Peni's mother could be a police commissioner, told me a lot about her world. Apparently, Peni's world was a potential future of mine. It was nice to hear that the world would get better rather than worse in the next 200 years, but Strange warned me that it was quite probable that our future would not be the same as the one Peni came from.

"So, this Mysterio guy, he's the one who brought me here?"

"Yes." Said strange, pacing back and forth. "And I'm willing to bet he opened up a portal to you world on purpose. He's not the cultist type, so summoning an old one wouldn't be his style. I think he was more interested in a universe with people. More opportunities for a scientific magician con-man."

"So he'd be able to send me back?" The desperate hope in her voice was hard to listen to. I didn't want to think about how I'd be feeling in this situation.

Strange's response was staggeringly tactless. "I doubt it. Even if he were willing to do so, he must be stopped. His actions threaten the lives of every-one in this world. We cannot let him open another portal."

Her shoulders slumped, and she looked like she was about to cry. I gave Strange the most withering glare I could manage. _Nicely put, asshole._

"Peni, I'm sure opening the portal once won't do any harm. You will get home, I promise." I gave Strange a meaningful look. He sighed, and reluctantly nodded. The shape of a plan was forming in my head. Find Mysterio, beat him up until he agrees to do as we say, get him to open a portal for Peni, then lock him in the deepest dungeon we can find and throw away the key. It probably wouldn't be that simple, but it was a start.

Peni walked out of the room quietly, saying she needed to go to the toilet. I wasn't sure if I believed her, but what she wanted to do alone was her business. I turned to strange. "So, until we find Mysterio, what are we going to do with her?"

Strange made an odd noise with his tongue. "I had thought she might stay here. It's out of the way, it's safe, there's plenty of stuff to keep her busy."

"I can think of three big problems with that. One, you are a colossal asshole with no people skills. You've known her less than an hour and you've already driven her to tears at least once. Two, this place is full of dangerous artefacts. There's so many that you've taken to using a pot containing the Essential Salts of Kaecilius the Unholy as a paperweight. That is not the kind of environment you want to leave children in. And thirdly, people under your protection don't have a good track record of being protected."

Strange glared at me, but tellingly, he didn't dispute any of what I had said. "Do you have a better idea?"

"We agreed a while back that you would deal with Azathoth and Dormammu and Tsuthoggua or whatever, and I would deal with people. I think this is more my area of expertise than yours."

"If she stays with you, she'll have to deal with the world out there. You've lived in it, you've seen the worst bits, and you know what it's like. You know how people out there will react to a half-breed girl. What makes you think she'd be better off out there?"

"She'd be with me. If they want to get to her, they'll have to get past me first."

He gave me a quizzical stare. "Spider, is it possible you are irrationally affected by her similarity to you? I know how you feel about your family."

"Quite possible. It doesn't mean I'm wrong. My Aunt has a thing for waifs and strays, and the welfare centre could always do with an extra pair of hands."

He sighed. "If you're that keen, I can hardly object. It's up to her in the end though."

"Which of us was it that made her cry? If we give her a choice, I think I can guess which of us she'll pick."

Strange nodded, and then waved me off. "Oh, one last thing." I called. "In light of the events of the day, I'd like some cash straight up. 500 dollars would do nicely."

Strange gave me a poisonous look, and then started fishing notes out of his pockets.

 **Not far from Bowery Welfare Centre, 2 hours later.**

We walked through the streets. We'd already dropped Peni's armoured suit off back at my office, where I had gotten changed back into my normal clothes, and on the way back, I'd gotten her a dress to better blend in. I doubted there were many clothes shops that would serve her, so I'd gone in alone, and given the people there some bullshit about buying my sick daughter something. It was one of those times looking older than I am comes in handy.

Peni didn't exactly look comfortable in the green dress I'd got, but she looked a lot more inconspicuous than in the body suit. Relatively speaking of course, we still got a lot of odd looks. There was a fair bit of unpleasant muttering as well, but being over 6 feet tall has certain advantages, and no one tried to challenge us.

"You're sure your Aunt will help?" Peni asked quietly. Inside one of my jacket pockets, her spider quivered nervously.

"Absolutely. Anyone who doesn't want to make trouble is welcome, and she can always do with a few helping hands around the place."

"And what if people notice how similar we look? How are you going to explain that? You can't exactly tell them 'Hello, this is Peni, my dimensionally displaced half-sister from an alternate future', can you?"

"I'll think of some clever lie."

"Like what?"

"I've no idea, I haven't thought of it yet."

 _Ohhh, boy. This is not going to be easy._


	5. Chapter 4

**Chapter 4:** ** Settling In**

Outwardly, I was coping quite well. Peter was doing his best to be nice, and I didn't want to make him worry. Internally, I was desperately trying not to think too hard about the ramifications of what had happened in the last three hours. I'd woken up, chased a bad guy, got sucked through a hole in the space-time continuum, and fought an eldritch abomination atop the old empire state building, which had been destroyed nearly 100 years before I was born.

I'd found out I wasn't just stuck in the past, I was stuck in the past of a different universe. And the only person who could send me back was the mad scientist who'd gotten me stuck here in the first place. And I was now following a man who apparently had the same father as I did, even though it was centuries before my father should have been born. It was taking all my self-control not to just curl up into a ball and scream.

It wasn't really the alternate universe thing that was freaking me out. I had read up on the many-worlds hypothesis at school, and I'd seen enough weird stuff that it didn't surprise me that a dimensional portal could have been opened. Magic? Seen stuff like that before. It wasn't even that I was in the **past** of a different universe. The real problem was that this universe didn't seem to follow the many-worlds hypothesis. I couldn't think of any divergence point that would have led to Richard Parker being born 200 years too early. It just didn't make sense.

I gave Peter a worried look. He had decided it would be best if he just said he had found me on the streets, and brought me to the shelter. We were not going to bring up our resemblance unless someone mentioned it, though Peter thought his Aunt probably would.

I had assumed Peter might try passing me off as his daughter, but it turned out that wouldn't really work. For one thing, he was in a committed relationship with a girl called Mary-Jane Watson. For another, despite appearances, Peter was actually just nineteen. No one who knew him would buy that.

Peter didn't look nineteen. His face was weathered and gaunt, and his light brown hair was streaked with grey around the temples. Apparently, this was a result of the deprived conditions he had grown up in, and the stress and violence of his double life as Spider-Man. This didn't make him unattractive, but he was attractive in the way older, rugged men are… GAH! I didn't mean it like that! He's way too old and technically he's my brother! Ugh. I need to be more careful how I word stuff.

Anyway, Peter had decided that, if he was questioned, he might speculate that his father had had an affair with my mother. Apparently, from what he had heard of his father from Aunt May, he hadn't always had the best relationship with his wife, so an affair would apparently not be entirely surprising. It was a little depressing though, to know that Richard Parker had family issues here too. I had always hoped, before he died, that he and my Mom might get together, and we might have been a normal family. But if Peter's dad was anything like mine, it probably never would have happened.

"Are you sure this is a good idea, Peter?" Oh God, I was nervous. How was Aunt May going to react? What if Peter was wrong and she didn't want anything to do with me? If she did, what would she be like? She couldn't be much like my Aunt May, even the most radically assertive woman of the 1930's would probably seem old-fashioned and traditional by my standards, and my Aunt May was neither of those things.

"It'll be fine, kid. She doesn't have a problem with Japs- I mean, Japanese people, and she won't turn anyone who needs help away, no matter who they are. You don't have to worry. I promise it will work out."

Peter was doing his best to be polite, but it wasn't easy. Most of the accepted terminology for the Japanese in his time would qualify as a racial slur in mine. He'd figured that out quickly enough from my reactions when he used them in conversation. He was doing his best to avoid using them, but it wasn't easy to change the speech habits of a lifetime.

I nodded, and tried to quell the butterflies in my stomach. Ever since we had left my Mech in Peter's office, I had known everyone in the area was staring at me, and many of them were not friendly. Before I'd gotten here, I'd known about the racism and xenophobia in American society at this time, but it was another thing entirely to experience it directly. My age probably put most of them off, most racists think they are the good guys, and it's probably hard to feel like a good guy when the person you are terrorising is a little girl. Anyone who might have tried it was probably put off by Peter.

He wasn't anything like I had expected Spider-Man to be like under the mask. The impression I had gotten from him whilst masked was of your classic world weary, hard-boiled detective, with added superpowers. His huge size and deep, growly voice had only encouraged this. Peter was quite the opposite. He was rather uncomfortable with his huge size. Apparently, before he got his powers, he was rather small for his age, not exactly short but hardly tall, and very thin. He still seemed ill at ease with his body, and how intimidating it made him look. His real voice was much quieter and softer than the one he used whilst in the mask. His mannerisms were all different too, quiet and unassuming, unless he brought up something like the welfare centre he and his Aunt ran, at which his voice would fill with fiery passion and determination.

The overall impression you got of him was a mild mannered but determined political activist, not a dangerous crime fighter.

I tugged at the sleeves of the dress I was wearing. Peter didn't have my measurements when he got it, so it didn't quite fit properly; it was a little too tight in some places, but too loose in others. The material was really itchy too, nothing like the synthetic fibre used in all the clothes I had worn before. It was longer than I liked, and if I needed to run I just knew it would get in the way. And it looked ridiculous. I'm sure it was probably the one thing about me no one thought was odd, but I felt like an idiot wearing it.

At last, we arrived at the entrance to the welfare centre. It was a simple building, with an old oak door, and brown brick walls. I couldn't help but notice the large fences around it. Why would you need to set up protection for a place to feed the homeless? What kind of monster would attack this place? The fences had signs on them, which read:

BOWERY WELFARE CENTRE

HOT MEALS DAILY

8AM

2PM

8PM

"Peni, are you ready to come in?" I nodded, and even though I was trembling with nerves, I walked in after Peter. There were only a few people in at the moment, the 8pm serving wasn't for another hour. The inside was basically just one big hall, filled with tables and chairs, and rows of stalls along one wall bearing huge metal pots. There was a group of people round one large pot, who looked to be preparing some soup, probably for the next serving. One of them turned towards us as we came in, and beamed when she spotted Peter. "Pete! You're back!" She ran over, and wrapped her arms around him. He grinned, lifting her off the ground and – Oh, ick! I turned away as they started _kissing._ Seriously, couldn't they do this somewhere in private? Somewhere little girls wouldn't get traumatised by the sight?

They pulled away (Thank God) and Peter lowered her to the ground. Based on the available evidence, I had to assume this was Mary-Jane Watson. She had long red hair, blue eyes, and was very pretty. She was wearing a white shirt, long brown skirt, and a green apron. She wasn't exactly short, but she looked it next to peter, who somehow managed to be really tall without looking like it, probably due to how he always looked hunched over.

She turned to me and frowned curiously. "Peter, who's this?" I shuffled back shyly. Everyone in the room was staring at me. I'd had people stare at me before, and I'd never liked it. But this was different from the staring you got as a national icon. This staring felt a lot less friendly.

"Mary Jane, this is Peni. I found her while I was out. Her parents are dead, and she's got nowhere else to go, so I got some new clothes and some food, and brought her back here."

Like all the best lies, this one worked because most of what he had said was technically true, just taken out of context. Mary Jane's expression softened, and she knelt down in front of me, putting her hand on my cheek. "It's OK, Sweetheart. You're safe now. You can stay as long as you need."

I started to feel a little better. It's always easier to deal with your problems if you have other people with you. I could see why Peter loved her. It would have been hard not to.

"Aunt May is just in the back doing some cleaning, Peter. Why don't you go introduce her to Penny? I'm sure she'll be happy to meet her." Peter nodded, and took my hand, leading me to a door leading to a staircase. Behind the stairs, an old woman was cleaning with a broom.

She looked a little like my Aunt May, but not much. Maybe what my Aunt May would look like in forty years' time. Her hair was long and white, her face deeply lined and worn. She wore the same clothes as Mary Jane, with the addition of a purple shawl around her shoulders. She was painfully thin and frail looking, but her eyes had a great strength of will to them. When she saw Peter, she gasped with relief, and ran over to him. "Peter Parker, where have you been? I heard about that disaster near the empire state on the wireless, I was so worried when you didn't get back on time!" She turned to me, and gave a curious smile. "What's your name, sweetie?

"Peni, Mrs Parker."

She waved her hand. "Call me May, dear, everyone else does. Well, except Peter."

I nodded solemnly. Aunt May suddenly paused, and started looking at my face. It looked like we had been right about Aunt May noticing the similarities.

"Penny, if you want some food, there's some soup left over from our last serving. It's not hot anymore, but it should still be warm." My stomach liked that suggestion very much. I hadn't had any food all day, and the bread I'd eaten at Strange's apartment hadn't really helped. I ran into one of the adjacent rooms, where the last of the soup sat in a pot next to a heater. I grabbed a ladle, and began gulping it down. It was just ordinary vegetable soup, but it felt like ambrosia with how hungry I was.

I knew that Aunt May had done this so she could talk to Peter without me hearing, but SP/dr was still hiding in Peter's pocket, and he relayed their conversation back to me. It might be kinda rude to listen in on other people's conversations, but since they were talking about me behind my back, I didn't feel very guilty.

"Peter, that girl looks an awful lot like you. Could you explain why?"

"I don't know, Aunt May. I only found her today. I do have a theory though. She says her mother told her that her father was a white man she was having a relationship with, and… I remembered what you told me about how my father wasn't always on best terms with my mother. Do you think…?"

Aunt May gave a weary sigh. "Honestly, Peter, it wouldn't surprise me. Before he died, your father was always running off, saying he had things to be doing. Whenever your mother, Ben or I asked what he was up to, he'd change the subject. And the features you share do come from your father. So, yes, that girl is probably your sister, and my niece."

OK, that was a lot easier than I thought it would be. Of course, this did leave Peter with a problem of explaining to Aunt May why I had disappeared when I went back to my own universe. Whenever that was going to happen. I hoped it would be soon. I missed Mr Murdock and Mr Octavius, and I missed my Uncle Ben and Aunt May and I missed…actually, that was it. God, I really need more friends.

"Peter, do you want to tell her, or should I do it?"

"I'll do it."

Peter came out of the room, and walked over to me. "OK, well, we've done that bit. Went rather well, all things considered". His expression didn't match the cheerful tone of his words. I think Aunt May's talk about his father had hit him hard.

"Now that's over, I think we need to set some rules." I nodded. I needed to be careful not to stand out any more than I already did. And I doubted strongly it was very safe out there. "First rule, don't go outside without me. Japanese people are not very popular with the public right now, and a half-breed is really going to make them angry. You're lucky you're not older, or they - never mind. As long as I'm around, they should stay away, but you shouldn't risk it on your own."

I nodded. I'd read enough history to know about race riots, lynchings, and the internment of Japanese-American citizens that would be coming in less than a decade. I had no intention of getting any more involved in that nightmare than I had to. It would be easier once my Mech was fully operational again. It had been damaged severely in the fight with the Ablisk, but it was nothing I couldn't fix.

"Rule two, when we go out to fight, you don't let anyone know what you look like under the armour. The last thing either of us needs is reports that Spider-Man is in cahoots with a Japanese secret agent, because believe me, that is what people will think. They barely tolerate me as it is. If there is someone I trust enough to tell, I'll let you know."

Fair enough. Just need to make sure no one not in the know could see what I look like. It seemed simple enough; I just needed to get in and out of the Mech where no-one could see me. Easy peasy.

"Rule three; please try not to do anything that might make people any more suspicious than they already will be. Can you do that?"

I nodded. "Yes, I can do that." Years without friends meant that I had spent most of my school years never talking except to answer questions. I knew how to be quiet when I needed to.

Peter gave me a smile. "I think that's everything. Welcome to the family, I guess.

 **20 minutes later**

Peter had headed out, telling Aunt May he was going to collect a copy of the Daily Bugle, which was apparently the only trustworthy newspaper around. I was quite interested; I'd never seen an actual newspaper before. In my universe, all newspaper companies had moved completely online before my grandparents had been born.

His actual reason, of course, was to drop SP/dr off at his office. He was too large to hide here, and too odd to easily explain. Peter apparently had terrariums for keeping spiders in his office, so SP/dr would be staying there for the time being. I didn't really want to leave him, but there just wasn't another option.

"Penny dear, do you have a moment?" It was Aunt May. The preparations for the 8pm serving were stepping up in the hall.

"Yes, Aunt May!" I ran over to her. Well, I did my best to anyway. Stupid dress. Don't get me wrong, I didn't mind them on principle, but I thought they were more of a special occasion thing than an all the time thing, and I liked them to be reasonably practical. Plus, I still thought this one looked stupid.

"With Peter out, we could do with an extra pair of hands helping out. Do you want to?"

I nodded. I wanted to do something to help people. Every time I went out in SP/dr, and saw something terrifying on the horizon I had to fight, I had reminded myself that there were people out there who needed me. If I couldn't be out there now, then at least I could help make sure some of these poor people got some food.

"Thank you, sweetheart. I know you must be feeling very shocked about everything that has happened. Just remember, we are your family, and we are going to look after you."

Aunt May was really nice. I felt horrible for it, but I couldn't help but wish my Aunt May could be a little more like this. My Aunt and Uncle were so distant, all the time, but Peter had told me his Uncle had always been there for him, and I had seen Aunt May for myself. If this was what family was supposed to be like, then… did my Aunt and Uncle really care about me?

Aunt May brought me out of my troubled thoughts, as she pulled an apron over my head, and tied the straps around my back. It was the same colour as hers, but a lot smaller. I guessed she must have had some other kids working here at some point. She took my hand, and gave me an encouraging smile as she led me towards the stands.

"Aunt May, is this a bad time to tell you I don't actually know how to cook?"

She laughed. "Don't worry, the soup is nearly done. We just need some people to pour it out. When we're done, Mary-Jane and I can teach you."

My mother hadn't really been the cooking sort. We'd mostly eaten takeaways, bought ready meals, or visited restaurants. When I became part of SP/dr, SHIELD had taken me off all non-essential classes so I could spend more time training, and Aunt May and Uncle Ben had usually been too busy to teach me much of anything. I wasn't sure I really wanted to learn how, but it had been really kind of her to offer and odd of me to turn it down. Anyway, it might come in useful.

"Everyone, this is Penny. Peter found her and brought her back here, and she'll be helping out here. Try to be gentle with her, her parents are gone, and she's staying here." The people working here were staring at me, but thankfully they seemed perfectly friendly. A tall, elderly black man with greying hair and thick glasses stood up, and offered his hand, which I took. "Hello, Penny. My name is Carver Robertson. Old friend of this socialist revolutionary." The friendly look he gave Aunt May as he said this made me think this was probably an old joke between them.

"It's a shame Robbie couldn't be here, Carver. I guess _The Negro World_ keeps him fairly busy."

I had to assume that was a newspaper. The name sounded really weird and rude to me, but I had to remember that Negro was what most black people called themselves at this point in history. Nearly every term they used to describe themselves would probably qualify as a slur in my time. I hoped my time here didn't affect my language too much. The last thing I wanted to happen when I got back was for people to think I was racist.

Soon, it was time to start serving. I got behind one stall. It seemed simple enough. Just spoon in soup to the pots of the people coming past, and try to give them all the same amount. Admittedly, I had to stand on a box to be high enough to do it, but no one could see that. My main worry was how they would react. Rationally speaking, they wouldn't make a fuss about a mixed race girl if she was giving them food. Unfortunately, racists generally aren't rational.

I saw Aunt May talking to Mr Robertson and Mary Jane. As she spoke, Mr Robertson blinked in surprise, and Mary Jane's eyes widened, and she looked at me in shock. I guessed she was explaining my relationship to the family to them.

The crowd of people came in a huge wave. They had been standing outside the doors for some time, and they came in in a disorderly shambles, arguing and pushing at each other to get through first. Aunt May banged her ladle against the side of her pot of soup. "THERE IS ENOUGH FOR EVERYONE; THERE IS NO NEED TO BARGE IN! ONE AT A TIME, AND IF YOU PUSH IN, YOU GO TO THE BACK!" For such an old, frail looking woman, she had a remarkably loud and strong voice. She shook her head and muttered "Must be some new people turning up."

After Aunt May's outburst, the people went to each stall in single file. I got a lot of odd looks from the people at mine, but they accepted the soup and moved on without comment, which I would gladly take over outright hostility. It was repetitive, and more than a little dull, but it needed doing, and I wasn't doing anything else with my time.

Eventually, the long column came to an end, and the last people finished their soup. After that, we did some cleaning up, and then fetched some mattresses and blankets for those who wanted somewhere to sleep out of the cold.

Peter came back with the _Daily Bugle_ , which to my astonishment turned out to be owned by one J Jonah Jameson. Even more astonishingly, according to Peter, in this universe he was actually a paragon of journalistic integrity. This world was freaky beyond words. Peter and Mr Robertson had a brief Chat about how Robbie Robertson was doing at his newspaper, but Mr Robertson had to leave not long after. It was a shame, I rather liked him.

I won't bore you with the details of how Mary Jane and Aunt Mays attempts to teach me to cook went, but since I had never done it before, and most of the cooking technology I knew about hadn't been invented yet, you can probably guess how it went. On the bright side, nothing actually caught fire.

After receiving some assurances from Aunt May and Mary Jane that I could still learn how to cook (which weren't needed but were appreciated), they decided it was time for me to go to bed. From my own subjective perspective, it had only been about four hours since I had gotten up, and I wasn't the least bit tired, but I couldn't tell them that, so they pulled out one of the mattresses and some blankets, and laid them down in a storage room in Peter and May's apartment, which was directly above the welfare centre. It was a very small apartment, and it only had four rooms (Two bedrooms, one kitchen, and one storage room).

As I lay awake in bed, I heard Aunt May come in. "Sweet dreams, dear." She gave me a kiss on the cheek, then left, closing the door behind me. It was nice of her, but I hadn't had sweet dreams in a long time.

I don't know how long I was lying there, but it felt like an eternity. Try as I might, I couldn't get to sleep. So I lay awake, thinking about things. It hadn't been nearly as bad as I was afraid it would be. I still wanted to go back, but I realised I was really going to miss Peter and his family when I did.

A long time later, I heard Peter and Mary Jane coming up the stairs, talking and laughing, heading towards Peter's room. They closed the door behind them.

A very long time later, I found I couldn't take it anymore. I got out of bed, opened my door, and walked towards the nearest window. At night, the city was bathed in the glow of electric lighting. It was a case study in contrast, with the towers of the tallest buildings in the world hanging over slums and shanty towns filled with the starving and the desperate.

Someone moved behind me.

I spun around into a defensive stance, which turned out to be completely pointless, since it was Peter. "Whoa, kid, no need for that."

I shifted back into a normal position awkwardly. "Sorry. People have tried sneaking up on me before, so I couldn't interfere with their operations. I had to get bodyguards for school. It's become an instinctive thing for me to do that."

He waved my apologies off. "Don't worry; it's a good reaction in our line of work. Just try to be careful." He was wearing a jacket and boots, and looked like he was about to go out. "Couldn't sleep, I take it?"

"It's only been a few hours for me since I woke up. What about you?"

"I mainly sleep to heal these days. When I'm in good health, I spend my nights on the job."

"Can I come? I really need something to do to make me tired."

He raised his eyebrow. "So soon? I don't think this would help, Peni. I'm continuing the investigation into Mysterio, but this is mostly information gathering. It's supposed to be discreet, and in that thing or out, you won't make that easy."

I felt a little hurt by this, but he had a point. My Mech had many fine qualities, but stealth wasn't one of them. I did have a stealth Mech, but it was in another universe.

"If you don't need me, could you at least take me to your office so I can do some repairs on my Mech? I should get started on that."

He blinked. "Oh, so that's what your suit's called. Odd name. Derived from mechanical, I guess?"

"Maybe? I don't really know, I don't study linguistics."

He nodded. "If you think it's a good idea, then sure. I've got some engineering tools in the back."

We left the apartment via the window, me riding on his shoulder, and reached the street below. Then we headed off towards his office.

 _Finally, something fun to do._


	6. Chapter 5

**Chapter 5:** ** Working Late**

 **Spider-Man's Office Entrance**

We arrived at the office about half an hour after we started out. I took as many shortcuts as I could, and hardy anyone saw us. Not too many people go out at night in this area, and I'm large enough to scare off most who would. My office is in a basement of an apartment building. I'm on pretty good terms with the guys who own it, and I return for keeping criminals out, they charge very little rent.

The door had to be accessed via a staircase from street level. I had three different locks to discourage those who might try to come snooping. I kept it unlocked while I was inside it though. Made it easier for the customers to get in, and I could easily deal with the occasional criminals who thought they could beat the Spider-Man in his own lair. Their panicked reactions were always entertaining.

I whipped out my keys, and opened the door. As soon as I did so, Peni shot in past me, heading straight for one of the terrariums in the corner. I wondered how she had known which one I had put her pet in.

My office wasn't much. There was a desk of cheap wood, and two chairs, a comfortable one for the client, so as to put them at their ease, and an uncomfortable one for me, because two comfortable chairs was too expensive. The rest of the room as taken up by some bookshelves of useful scientific texts I had bought cheap when a local library had shut down, a bench covered in scientific equipment, a large box of engineering tools, the two terrariums, and some filing cabinets. Of course, the filing cabinets only held my less important documents. The really important ones were hidden in a special safe behind a concealed panel in the wall.

Peni was busy crooning at her spider, who had spent several hours in one of my coat pockets and another two in that terrarium. They both looked extremely happy to see one another. At least, Peni did, it's quite hard to read spider emotions. I understood why she liked him though. I had picked spiders as my theme, aside from the obvious reason, because they looked creepy, which was very much the vibe I had been going for. This spider, on the other hand, could only be described as cute. Peni's attitude towards him seemed quite justified.

Then there was a loud hissing noise, and Peni leapt into the air with a squeak of fright. She whipped round to look at the other terrarium, and immediately ran to the other side of SP/dr's tank. It was an understandable response.

"What _are_ those _?_ "

"Those are the spiders that bit me."

They were in almost every way the opposite of SP/dr. These were the spiders of nightmares, arachnophobia made flesh. Their bodies were about the size of my thumb, but their long thin legs gave them a total size about the same as my hand. They were dotted with long, sparse hairs and shorter, hair-like spikes. Their bodies were a black as dark as darkness, and their eyes were a red, which I knew from experience glowed in the dark. Their fangs were huge compared to the size of their heads, and dripped black venom.

Peni was staring at them in wide eyed terror, and I didn't blame her. Even after all the nightmarish things I had seen, they continued to haunt my dreams. They were fairly even tempered around me, which was good for when I collected their old webbing to make my web fluid, but they were extremely aggressive around everyone else. They had moved towards the end of the tank closest to Peni, and were making a rustling hissing sound with their abdomens. They sounded like crickets from hell.

Then their attention focused on SP/dr, who was marching down the length of his tank towards them. I still wasn't sure I could read his expression, but the way his goggle-eyes had narrowed and begun to glow gave me a distinct impression of anger. Normally, SP/dr seemed to be quite noisy, producing a series of birdlike chirps, but right now he seemed worryingly silent. The nightmare spider in front reared back onto its back four legs, and flailed its front limbs, screeching and hissing in fury.

SP/dr didn't even flinch. As I looked at them confronting one another, I suddenly realised just how much larger SP/dr was than the other spiders. He had to weigh more than any ten of them. He slowly lifted back onto his rear six limbs, raising the mechanical claws on his forelimbs and pedipalps into a threatening stance. Then, for the first time, I saw his fangs.

 _Jesus Fucking Christ._

You know the way some cats and dogs look really cute, and then they yawn and suddenly look like monsters?

That's the sort of reaction SP/dr got out of me when he bared his fangs.

Each one was as long as my little finger, and coloured a silvery blue colour. I couldn't see any venom, but tiny arcs of electricity darted between the fangs. His total silence only made his display all the more alarming.

The reaction from the other spiders was as instant as it was dramatic. The hissing noise immediately stopped, and as one they fled to the other end of the tank, where they cowered in terror. SP/dr dropped to all eights again, and swaggered off towards Peni, with an air of what felt suspiciously like smugness.

" _Good boy_! Thank you, little guy. Yes, you were very scary, weren't you?" Then she realised I was still there, and straightened up with feigned nonchalance. "Urmm, anyway. How are you keeping so many spiders in one place? I thought spiders were supposed to kill each other if you keep them together?"

"Apparently these ones don't know that. They get really nasty towards anything except me, but they seem quite fine with each other's company. These aren't the original spiders, these are their descendants. They act like a bee colony."

Peni seemed fascinated, but her attention was soon grabbed by the towering form of her Mech, which was hunched over in the corner. She ran over to my box of tools. I went to help, but she lifted it up with little effort. She put the box down next to the Mech, and rolled up her sleeves.

She was surprisingly muscular. They weren't much next to mine, but they were by far the largest muscles I'd ever seen on a preteen girl. Admittedly that wasn't saying much, but still, they were pretty damn big.

She saw me staring, and frowned. "What?"

"Nothing, it's just... I didn't expect someone in a suit of powered armour to have so much muscle."

She shrugged. "I do a lot of training outside the armour, and engineering is hard work."

Peni opened the box, and then lifted out some of the tools. She didn't say anything, but I could tell she wasn't impressed. "Sorry kid, but that's the best you're going to find. Even Tony Stark uses those, and he's the best engineer I know."

Peni blinked in surprise at Stark's name. She didn't say anything, but I guess she must have known a Tony Stark in her own universe. She held up a blowtorch, and sighed. "I guess they'll have to do. Thanks for trying."

"Are you OK doing this on your own?"

"I'm pretty sure I know how all this stuff works, and I know plenty about engineering. A few hours and it'll be right as rain."

I took that as a yes, and headed into the toilet. Beneath the sink was a box containing my costume. I had done my best to clean and repair it following the fight with the Ablisk, but it had been a bit of a rush job, so there was some visible stitching on the coat. I still looked intimidating enough in it though.

By the time I got out again, Peni had traded in her dress for her bodysuit and my welding goggles, and she and SP/dr were engaged in repairing their Mech. Peni was welding sheets of metal she had apparently claimed from spare parts canisters in the Mech over the holes in its body work. SP/dr meanwhile was scampering about in the machines main structure, threading in new wires and attaching new components.

"You fine if I leave for a bit?"

Peni had a screwdriver in her mouth, so she didn't answer, but she gave me a thumbs up. I grabbed my web shooters from beside the terrariums, and inserted some web fluid canisters. I pocketed several spares, and then headed up the stairs.

"I've got my keys, so if anyone knocks, don't answer. This place is closed for the night."

"What if you lose your keys?"

I paused, considering. "I'll shout." Then I headed out, closing and locking the door behind me. In the unlikely event I didn't come back, Peni's Mech was unlikely to be seriously impeded by the door, so I didn't have to worry too much about locking her in there. I jumped up, grabbing onto a windowsill, then clambered up till I was on the roof. Then I began leaping from roof to roof, heading to the best speakeasy in New York, and my best source of information on underworld dealings.

 **The Black Cat, 30 minutes later**

It had been a while since I had visited the Black Cat. Strictly speaking, I was only visiting the apartment above it, but when I had been a regular, the apartment was somewhere I had frequented greatly, and the two were inseparably associated in my mind. The woman on the apartment's balcony was remarkably tall. When we had first met, she had towered over me, though now she had to look up to meet my eyes. Her long, silvery-white hair hung down past her shoulders, and matched the dress she wore.

She spotted me coming a long time before I arrived. Several months of me leaping from rooftop to rooftop before landing on her balcony had given her a good sense of when I was about to arrive. She sighed, and lowered the cat she had been carrying to the ground, where it joined the rest of the many cats milling about her apartment. "Look out" she murmured to them. "Here comes the Spider-Man."

I landed on her balcony with the usual quiet thump. "Well, Mr Parker" Felicia Hardy said quietly. "It has been a while. Changed your mind?"

The last time we met had been not long after Felicia had made it clear she wasn't interested in any kind of long term relationship, and me and Mary-Jane had started getting serious. Felicia had made an offer for me to come and see her if I needed any excitement, and I had turned down that offer very firmly. It was a big part of the reason why I hadn't visited for so long.

"No, Felicia. My mind is quite firmly made up. I'm as uninterested in anything short term as you are in anything long term. I've come to terms with that, and I've moved on."

Felicia snorted. "I keep forgetting how young you are. Beneath that mask, and all that hard-boiled attitude and cynicism, you really are a hopeless romantic, aren't you?"

"What, my ambition to defeat all the evil in the city by punching it very hard in the face didn't tip you off?"

Her face turned serious. "If you haven't changed your mind, I'm assuming you're here on business."

"Partly, but mostly I wanted a drink. It's been a hell of a day."

Yeah, yeah, I know, a protector of law and justice like me indulging in vice and sin. I didn't really care about stuff like alcohol. Prohibition was idiotic, and had helped only criminals. I had no issue with places like the Black Cat, as long as they avoided getting involved in serious stuff like extortion, blackmail, theft, rape and murder.

Felicia kept some bottles in her apartment, so visitors didn't have to go down with her to the Black Cat. There had been a time when she'd given me some for free, but evidently that time was over. She was kind enough to only charge half price though.

I pulled off my mask, and took a deep swig of some whisky. It takes a lot of alcohol to get me even mildly sozzled these days, so I had to drink a lot to deal with the events of today. Felicia once told me the reason she kept the bottles was because she looked best when people were slightly drunk, and she didn't look so good the next morning. I'd seen her in the morning whilst sober, and I politely disagreed. But it didn't matter much. Even if Felicia changed her mind, I was taken.

"I heard about that whole thing at the Empire State. I presume Strange was involved, it sounds like his sort of thing."

"Mmm. He hired me to track down part of a book of black magic before someone tried to use it to end the world. Someone nearly did. Big fights with eldritch abominations atop skyscrapers can really ruin your day."

We sat in silence for a while, drinking some of the whiskey I'd bought. I was considering how much I could tell her.

"I'm guessing that's why you're here? To quiz me for information?"

She knew me so well.

"Yes. The man responsible was Quentin Beck. You remember him, don't you? He had a lot of ties to the mob, and if he lost a lot of resources in a failed experiment, he'd probably go to them for help. I'd like you to help me find him."

"And why would I do that?"

"Because he nearly dragged this universe into a hellscape of eldritch nightmares?"

"…Fair point."

Felicia made a point of remaining neutral in the various disputes between the different criminal groups vying for control of the city. This meant that you could only rely on her for aid as long as it didn't affect anyone she had reason to want gone. It was why she had helped deal with the Goblin; he had Ben Urich murdered, and she had cared about him. Mysterio's actions meant that she had a valid reason to want him gone, so she could provide me with information without jeopardizing her position.

"If he needs to go underground, there are a few groups he might turn to. At the top of the list, is a small but powerful faction, led by one Wilson Fisk."

I winced. I knew about Fisk. Out of all the criminal groups that had moved into the area, his was the hardest to deal with, despite being much smaller than any of the others. He had more influence with the police and other public services than any of the other gangs, so his businesses were very hard to bust. The police would all too often just let his operations start back up again as soon as I left, and attempts on my part to make sure they didn't got used by the police as proof of my untrustworthiness. Worse, he was the only one of Osborne's successors to try replicating his hiring practices of taking on freaks and weird guys like me as his main workforce.

He was a completely normal individual himself, so he had bought out my old enemy Tombstone, and used him as a bodyguard. His primary enforcer and assassin was a notorious Mexican called the Scorpion. There were others, but I didn't know much about them.

"That's really not good. I can't bust the Kingpin the way I would most of the others. He's the only gangster around here smart enough to out-think me."

Felicia nodded. "I've got nothing personal against him. As mob bosses go, he's not so bad if you're me. He doesn't have any weird obsessions, either. But I want Mysterio gone. If you can, try reasoning with Fisk. He's not going to want the universe destroyed any more than the rest of us."

I hoped I could. Always best to avoid a fight if you can. But Fisk hated me about as much as I hated him. For all that he wouldn't stop recovering from my attacks, I wouldn't stop attacking him. I doubted he'd listen to me unless he had a reason to.

"I'll check my contacts to see if anyone knows where he's gone, but until then, I'd treat Fisk as your main suspect."

I nodded, and turned to go.

"Peter… there's something else too, isn't there? I remember what you were like the last time Strange got involved. You were annoyed, worried even, but you weren't like this. What is it?"

I sighed, and looked at her. "It's a family thing, Felicia, and since you made it clear you didn't want to get involved with my family, I don't see how it's any of your business."

She frowned, but didn't argue.

I pulled my mask back on, and walked back onto her balcony. "If you have any more information, I'll be back here tomorrow. See you around, Miss Hardy."

"Peter," she called. "You're still welcome to visit the Black Cat, you know. There is a much better selection of drinks there, and the table you and Ben Urich booked is always available."

"I'll consider it!" I called to her, as I leapt off of her balcony, and ran across the roof of the building on the other side of the street.

 **Spider-Man's Office, 30 minutes later**

I opened the door to my office. Inside, I could hear the sounds of something large moving around. _It's only been about an hour, that was some fast repair work!_

The Mech wasn't looking its best. There were a lot of silver patches on its body, and the edges had rough looking welding seams. But judging by the way it was moving, the roughness of the repair work was only aesthetic. Its limbs whirled smoothly as it performed what looked like martial arts moves. Despite its huge size, its moves were faster and more fluid than many human practitioners.

The chest hatch opened, and Peni and SP/dr hopped out. She looked extremely pleased, and more confident than I had seen her. "YESSS! Fixed up in one hour, and fully operational. Very good job, even if I say so myself!"

She punched her fist into the air. I walked over, and patted her awkwardly on the shoulder. "Err… yes. Well done."

She frowned up at me. "What?"

"Sorry, I'm just not used to anyone in our line of work being so… cheerful."

"Yeah, I kinda noticed the whole 'grim and gritty' thing your universe has going on."

I looked over at her mech. "So, it's all working again, then?"

She nodded. "Just needs a repaint to prevent corrosion, and it'll be as good as new! Well, not quite, but as close as I can get without my workshop."

"Tired enough now? Only I'd quite like to head back, if it's all right with you."

She nodded, smiling. "Yup. Bed sounds really nice right now." Well, this had certainly cheered her up.

"You really enjoy this, don't you?"

She frowned curiously. "Yeah! Why, don't you?"

"Not really, no. But it has to be done."

"Huh."

I told her to get changed, whilst I headed back into the toilet to get back into my usual clothing. When Peni told me it was safe to come out, I left the toilet, and packed the box containing my costume beneath my desk. Peni had put her dress back on, and from her change in body language I could see just how uncomfortable it was for her. I made a mental note to ask Mary-Jane to make a note of any dress shops that would serve her, so she could get some that actually fitted her.

We walked back out of my office, and began the long walk back to the Parker apartment. "So, Peter, did you find out anything useful?"

"It's quite likely that Mysterio has sought shelter from one Wilson Fisk."

She put her face in her hands with a despairing moan. "Oh, _God_. Not him. He's a complete pain! It'll take ages to find Mysterio if they're working together!"

"Your universe has one too?"

"Yeah. We've never been able to pin anything on him, he's too slippery. Likes needling me at public events about it. I can't even hit him for it, because it would technically count as police brutality. I mean, what's the point of working for a shady government agency if you can't arrest people you know are guilty but can't get enough evidence on?"

Great. I couldn't help but wonder how many of my enemies existed in her universe. Had she met a Tombstone? A Vulture?

Had she met a Goblin?

Probably better questions to ask when we had more free time. We had arrived back at the Parker residence. Peni clambered back onto my shoulders, as I scaled the wall and entered through the window.

"Time for us to go back to bed. See you in the morning."

I went for my room, but Peni called after me quietly. "Peter? If you go out tomorrow, can I come? I want to help."

I paused. "That depends on the job. If it needs stealth, then the answer is no. If it needs spectacle, then the answer is most definitely yes."

She nodded, and headed for her room, yawning quietly. I found myself hoping the job required spectacle. I couldn't wait to see the faces of criminals when her Mech turned up on the scene.

In my room, Mary-Jane was still lying in my bed, fast asleep. I got undressed, then climbed back in with her.


	7. Chapter 6

**Chapter 6:** ** The Commission**

I felt sunlight on my face as I woke up. _Great. Must have forgotten to draw the curtains last night._ I reached out for my curtains, but I couldn't find them. That was odd; they were usually really easy to reach. Then I realised the light was coming from the wrong direction, and the bed I was in didn't feel at all familiar. I pivoted upright and stared around the unfamiliar room in a fit of panic. Then I remembered the events of the day before.

 _Oh darn._

Right, still in the wrong universe then. I pulled myself up off the mattress, and looked around. I was mostly surrounded by stacks of boxes. I hoped I could get a better bed soon, because my back felt really sore. I smoothed out the dress I was wearing, (Note to self: get some pyjamas.)

I walked out of the room, and looked for a clock. It read 7:35. _Oh, come on! I shouldn't be waking up for another two hours at least!_ Oh well, I'd probably have to get used to it.

As I headed downstairs, I found myself feeling sure that I was missing something. What was it? It was right on the tip of my tongue – _Oh god the next meal serving starts in 25 minutes they've probably been waiting for me crap crap crap!_

I hurtled down the stairs, and burst into the hall. They were not, in fact, waiting for me. Oops. Everyone turned to stare, as I had burst in quite noisily. I waved awkwardly. "Err, I… I thought you might want some help."

Aunt May bustled over. "That's very kind of you, Penny, but you need some food yourself first."

I tried to protest that I was fine, but given that my stomach was rumbling the whole time, I doubt I was very convincing. _Traitor_. Aunt May had prepared a bowl of Porridge. "I wasn't sure what you would like, so I went for something basic."

"Thank you, Aunt May. Oh, for future reference, I'm a vegetarian. I hope that's not too much trouble."

"No trouble at all, dear. Less to spend on meat, for a start."

I ate the porridge quietly. It was colder than I would have liked, but that was probably my fault for not getting out of bed earlier. I got the feeling I was going to have to change up my sleep cycle. Yay.

When I finished, I put my bowl next to the sink, and walked out to where they were finishing off the soup preparation. I put on the apron I had used the day before, and we started getting ready to serve.

It was at that point that Peter came back. Apparently he and Mary-Jane had gone out for something. Kinda thought dates were usually a thing you had over lunch rather than breakfast, but maybe the job meant he didn't have a lot of lunches free. There was someone else with them though. Another woman, a little shorter than Mary-Jane, and with longer, blonde, hair. It was the actress the Ablisk had grabbed! Huh, small world.

"Guys, this is Gwen Stacy. She's an actress, so you've probably seen her in something. She's a friend of Mary-Janes, wanted to come visit. Hope nobody minds."

 _Oh, so that's how come she's here. Makes sense, they both come from rich families, and rich people always seem to know each other._

Aunt May walked over to them. "Always nice to meet one of Mary-Jane's friends. Do you fancy helping out? We could always use an extra pair of hands."

Miss Stacy looked a little surprised. "Oh! Oh, right, of course. Mrs Parker, I presume?" She sounded rather surprised at being asked to do some work. Then again, she was rich; she probably wasn't used to it.

Whilst everyone was getting ready, Aunt May and Miss Stacy were still talking. "If might ask, you've known Mary-Jane for years, so you must have known about this place. Why did you decide to come now?"

"I assume you heard about that… incident at the Empire State? I was right in the middle of that. It… it was horrible. I could barely sleep. I didn't want to be alone, so when my father left for work, I went looking for some of my friends. I found Mary Jane having breakfast with your nephew, and when they came back here, I asked if I could come with them. And when I remembered this place, I decided I wanted to help. There were some people who helped me, at a lot of risk to themselves, because it was the right thing to do. I want to do the same."

Well, it's always nice to know you've helped. And nicer to know you've inspired someone. Miss Stacy put on an apron, and helped out with the rest of us serving food to the people who came in.

When the morning serving ended, Miss Stacy walked over to Peter and Mary Jane, who were talking quietly. "It's Peter Parker, isn't it? Nice to meet you at last. Mary-Jane talks about you a lot."

Peter went red. "Err, yes, Hi! Umm, that's nice!"

Good grief. I hoped the villains in this place never found out that Spider-Man's weakness was pretty girls, because _good lord_ was he being awkward. Perhaps that was why he had gotten together with Mary-Jane, he could actually talk to her coherently.

Mary-Jane snorted. "Peter, she's not going to bite. There's no need to act like that."

Then Miss Stacy turned to me.

 _Oh dear_.

"I didn't know you had enough money to afford a maid. A bit young, isn't she?"

That was a shame. I'd quite liked her.

"Gwen, this is Peni," said Peter, trying but not quite succeeding in keeping the anger out of his voice. "She's my sister."

For the record, this whole situation may have been deeply uncomfortable, but the expression on Gwen's face after that was so worth it. Absolutely priceless.

"Yeah, I know, we don't look much alike. My father had his fine points, but evidently fidelity wasn't one of them." He didn't say it, but his expression quite firmly stated: ' _I know I haven't mentioned her race, and I'd appreciate it if you didn't either.'_ Well, either that or he was mildly constipated.

Apparently she got the message, because at no point did Gwen Stacy bring the matter up, though she did give me a lot of odd looks. I couldn't really blame her, the taboo against mixed-race relations ran deep in this society. Peter's family were very tolerant, but they were very much a fringe element of 1930's culture.

After about ten minutes of cleaning up, Peter pulled on his coat.

"Aunt May, I should probably be heading off now. Oh, can I borrow Peni, please? I could do with an extra pair of hands."

"If you think you need her, I can hardly object. Is it OK with you, Penny?"

 _Is the sky blue? Does Wade Wilson get on my nerves?_ "Yes, that would be fine."

"Alright then, but I'll need her back here before eight, and you'd better not get her into any trouble. Please be careful, Peter."

We headed out, and made for Peter's office. I had been looking forward to this. I really hoped that whatever job he got would be one I could take part in. I wanted to get back to normal, well, as normal as I could be 200 years before my birth.

"So, what's the plan, Peter?"

"If no one else calls, I'll be working on a plan to investigate the Kingpin, and see if he's harbouring Mysterio. If someone does call, it'll depend on what they want."

Right. It was easy to forget sometimes that since Peter was a private detective, he worked on commission. If it were me, I'd just be focusing on Mysterio, and only targeting other crimes if I came across them, but then I was used to working without much in the way of budgetary constraints.

"So, you don't know whether you'll need me or not?"

"No, but I thought it would be easier to bring you now than to try and pick you up later. If there's nothing I need you for, you can always do some more work on your Mech."

Oh God, I hoped he'd need me. There wasn't really much more I could do to fix my Mech with the resources of the time. I really didn't fancy spending the next few hours stuck on my own in a dark cellar.

 **Spider-Man's Office, 1 hour later**

Dear lord, I was bored. Why oh why didn't I download some games onto my Mech? The only entertainment I had available was some old homework assignments and a few old videos.

On the bright side, me and Peter had both gotten changed into our work clothes, and I had never been happier to put on my bodysuit. It wasn't the most comfortable piece of clothing I had ever worn, but it was a lot better than that dress. I really needed to get some clothes that fitted better.

As you may have guessed, Peter hadn't gotten any jobs, so he was busy looking through some old files which contained information on Fisk. They were a little out of date, but good enough for early stage planning. Sadly, this universe's Fisk wasn't similar enough to mine for any information I had to be useful.

Then, to my undying joy, the telephone on Peter's desk rang. **"Hello, this is Spider-Man. I assume you have a job."**

"That I do."

The voice on the telephone was easily loud enough for me to be able to hear the words quite clearly.

 **"Might I ask who this is? And what it is you want?"**

"This is Commissioner George Stacy. And I have a problem with some robberies that I would like your help with."

Peter almost fell out of his chair with surprise, which was absolutely hilarious to watch since he was in full costume.

 **"That-that's quite surprising, sir. I was rather under the impression that the police didn't consult private detectives. Plus, you've spent the last six months making it entirely clear that you disapprove of my actions. What's changed?"**

"That incident at the Empire State? You saved my daughter's life, at no small risk to yourself. The way she talked about you afterwards, it got me thinking. I'm still not entirely sure that we can trust you, but I'm willing to give you a chance. If you do this, and prove you're someone the police can associate with, we'll give you our assistance when you need it. And funding, of course."

 _Huh. Helping Gwen Stacy in that incident certainly seems to have payed off. Well done us._

 **"Thank you, sir. That would be most appreciated. What is it that you need?"**

"There has been a pair of robberies at some scientific institutions. No one who actually witnessed the events seems to have survived, but from what we have been able to determine from the crime scenes, the criminal or criminals in question seem to have had access to something very large and very strong. In several cases we found large, crude hand prints in solid metal. This sort of thing is your area, and it's often been standard policy with officers to just wait for you to show up and deal with it. I thought we might as well make it official."

 **"So, is this an investigation you want me to do?"**

"Not necessarily. These robberies were fairly recent, but we think it is likely that whoever did this will try again, because the two institutions were part of a group working on a shared project. Big government stuff, experimental technology. We think they will be attacking another location soon, Horizon Industries. We would like you to come there as soon as possible. Do you know where that is?"

 **"I do. Oh, would it be all right with you if I brought someone else with me? To help out, I mean."**

"If you think they can be trusted, fine by me."

 **"Thank you sir, I'll be there as soon as I can."**

Peter put down the phone, and turned to me. "Time to go, Peni. Go do… whatever it is you do before you go out."

 ** _YES!_**

Ahem. I scrambled over to the terrarium, where SP/dr was just finishing off his breakfast. _Time to go, little guy._

 _Satisfaction._

I opened the lid, and he scrambled out, and we both ran over to the mech. I pressed a button on the front, and the chest opened up to reveal the cockpit cavity. SP/dr scrambled up one of the legs, and scuttled into his control alcove, whilst I leapt up into my seat, and fastened myself in. The holographic display was flickering slightly, but nowhere near enough to pose any serious worry. And with a distinct double sensation of joy, the link between us began to flow out into the Mech, and we found that we could stand.

Had it really been less than 24 hours since we had last done this, knowing we had a job that we needed to do? It felt like a lifetime ago. A single day shouldn't feel that long!

Next to the other terrarium, Peter was strapping his crude web-shooters onto his wrists, and putting some canisters of web fluid into his pockets. "Ready to – oh, you are." We gave a thumbs up. Well, as best you can when you don't have human hands.

We ran out of the office. Well, Peter did. We sort of awkwardly squeezed through the door. _"Couldn't you get a larger door?"_

"Door width wasn't really a consideration when I got this place. I'll do my best to get it widened, but there's no guarantee."

We clambered up to the roof of the building, and looked out at the cityscape. _"Where to now?"_

"Horizon Industries is over there. It's not too far, we can be there in ten minutes."

 _"Ten minutes? Piffle, I could do it in three, easy."_

"Yeah, well some of us can't swing from a thread. And I doubt you'll get an especially warm welcome if you arrive first, given that you match the description of the thief pretty well."

I smiled quietly, and pressed a few icons on my display. A pair of handholds and footholds extended from our bodywork. I gave him my best meaningful stare, and gestured to the handles.

"… You cannot be serious."

 _"But Peter, just imagine if we travel your way, and we arrive seven minutes too late to help? Gosh, that wouldn't help the police trust us at all? Whereas…"_

He shook his head and groaned. "Please try to be gentle." And to my delight, he climbed on, and grabbed hold of the handles.

 _"Holding tight?"_ He nodded. _"And we're off!"_ We leapt into the air, and we launched a web-line, latching on to a nearby building. And we began to swing, occasionally scampering along the side of a skyscraper or leaping from roof to roof, flipping and spinning to get the best web angles, and maximise momentum. Oh, I loved this bit! Web swinging really is the only way to travel.

 _"WHEEEEEEEE!"_

 **"AAARRRRGGGHHH!"**

Of course, some people disagreed.

"Gentle! Gentle! I specifically asked for gentle!"

 _"This_ is _gentle, Peter! If you like, I can show you what it's like when I'm not being gentle?"_

 **"NO!"**

 _Spoilsport._

"Oh Christ, I think I'm going to be sick! Can't I come in with you?"

 _"Sorry, it only fits one. And you would be too big anyway."_

"Then can we please get this over with, as quickly as possible? If I'm sick up here I am really going to ruin someone's day!"

 _"OK! Speeding up!"_

"NO I DIDN'T MEAN GO FASTAARRGGHH!"

 **Horizon Industries, 2 minutes later**

We landed just outside, directly behind the police line. In hindsight, that was probably a mistake, because the police immediately whirled around, aiming their guns at us. Under the circumstances, they probably thought we were the thief or thieves they had come here to stop. Oops.

 _"Don't shoot! Don't shoot! We're not criminals, we're crime fighters! Easy to mix up, I know, but it's something quite different."_

They slowly lowered their guns. Meanwhile, Peter was gingerly climbing off our chassis. When he let go, he immediately fell flat on his face, groaning. He didn't sound very well. He slowly rose to his feet, wobbling unsteadily. He turned to face me, and although I couldn't see any of his face, I was pretty sure he was glaring. **"Never. Again. Ever."** He took a shaky step towards the police officers, and did his best to wave **. "Morning, fellas. Commissioner called me in. Is he here?"**

One man walked forwards, and considering the more impressive look of his uniform, I guessed it was Commissioner Stacy before he confirmed it. "That's me. Good to see you've got here so quickly." He turned to look at me. "Is this the other person you were talking about?"

 **"Yes. Commissioner, this is SP/dr. Your daughter probably mentioned him. We met up during that whole event, and figured that since we had the same theme, we might as well team up."**

The Commissioner nodded. "Yeah, my daughter did mention him." He turned to me. "She said you protected her from that thing till help arrived. Thank you. I hope we can rely on your help in future."

I would have nodded, but that would require a neck, so I settled for a spoken _"Yes."_ _Well, until I have to leave anyway._

I got a good look at the man. He was tall, though not as tall as Peter, and reasonably well built for a man of his age. His hair was mostly grey, as was his small, neatly trimmed beard. He had to have been in his late fifties, and given the time period it was amazing that he was still able to engage in active service.

 **"So, have you got any idea when this thief will turn up?"**

Commissioner Stacy shook his head. "No idea, but it could be quite soon, so be on your guard."

I activated my scanners, and began to analyse the local area, looking for any signs of an intruder.

Then something large popped up on one of my sensors, about 300 metres away. _"Over there! Coming this way, fast!"_

Peter and the various police officers whirled around, and aimed their guns. I wasn't sure what was coming, because there was a building in the way. All my sensors could tell me was that it was too large to be a human, contained a lot of metal, and was travelling remarkably fast for something with the mass that this thing was displaying. It seemed like a Mech suit. That didn't seem very likely, in my 1930's it would have been impossible. According to Peter, primitive Mech suits had been designed, but there was only one person alive who could build them, and he was one of the good guys.

Then it stepped forward into view. It was a Mech suit. Great. Just what we needed, criminals having access to advanced military technology. That was never fun.

It was about as tall as my suit, and much bulkier. It was clearly far more primitive though. It was made of cheap looking gunmetal coloured plates, dented and battered. Its arms and legs were motorized, ending in crude hands and feet. The main body was covered in thick armour, and its head had two spikes welded onto the front. I wasn't sure why, but there was definitely something about it that made it look oddly familiar. Had I seen something like it in my universe? It didn't seem to have any weaponry, and everything about it looked crude and poorly made, like a cheap copy of something better. In my universe, this thing wouldn't even have required me to head out. Here though, it was probably beyond anything the police could deal with.

"FIRE!" Barked Commissioner Stacy. The policemen around us fired everything they had at the figure, but for all the shabby appearance of its armour, the bullets slid off it like rain. A strange, bellowing noise came from inside it, and it came rushing forwards at great speed, head down. I groaned, as I realised what it reminded me of. _Great. First alternate enemy I meet, and it has to be that asshole._

We dove out of the way as it came charging towards us, and everyone managed to get out of its path before it hit them. It took a while to slow down and turn around. It was fast, but fast in the way a train is fast: slow to start, very hard to stop, and all but impossible to steer at full speed. Its movements were full of the crude sluggishness of manually controlled Mech suits.

 _"OK, I vote we call this thing the Rhino. Anyone else?"_ They all stared at us, then shrugged and nodded, with a few mutters of 'Sure' and 'yeah, I guess'. Possibly naming the thing hadn't been high on their list of priorities.

 _"OK, big guy. Let's fight."_ It had no face, but it seemed to be pleased by that. It came running at us, bellowing loudly. I raised my hands into a combat stance, and smiled.

 _Oh, yeah. This'll be fun._


	8. Chapter 7

**Chapter 7:** ** Rhino**

The immense form of the Rhino barrelled straight at us. _For fucks sake, girl, why did you have to taunt it?_ I dived out of the way, pulling as many police officers as I could away with me. As it went past, I sprayed a jet of black webs at it, tangling its legs. It pitched forwards, and landed flat on its face. Unfortunately, the armour was way too thick for the paralytic effects of my webbing to have much effect, so it swiftly began pulling itself back onto its feet.

I pulled out my pistol, and began firing at the joints. Even at close range though, the bullets weren't doing much, and the gaps at the joints were too thin for the bullets to reach the more vulnerable electronics.

"SPIDER-MAN! GET OUT OF THERE!" It was the commissioner. He had grabbed something from inside one of the police cars, and from the way he was holding it, it was probably a grenade. I threw myself to one side, as the grenade hurtled through the air, and struck the Rhino on its chest. A fraction of a second later, there was a loud bang, and a blast of air that knocked me off my feet.

I leapt back onto my feet as fast as I could, and span around. Unfortunately, the Rhino was still standing, the only sign anything had happened being a large black scorch mark on its chest. _Well, that bodes well._

It pulled its legs apart, and my webbing snapped and tore away, with no real resistance. It was meant to contain humans, and I doubted it would pose anything more than an annoyance to this thing. Thankfully this had provided an excellent distraction. A pair of red and blue mechanical arms wrapped around the Rhino's waist, and lifted it into the air. Peni had taken advantage of the chaos to sneak around behind it. I could think of no other circumstance where something that brightly coloured could sneak around at all, but there you go.

The Rhino writhed, bellowing in fury, kicking and punching at the air, trying to break free. Peni didn't let up though, and I could see her arms slowly getting tighter, the armour of the Rhinos chest slowly bending inwards. Then its legs hit the ground, and it suddenly leaned forwards, flipping Peni over its head. She slammed into the ground with enough force to shake the ground, sending cracks into the road.

The Rhino landed on top of her, and began striking at her chest with a series of remarkably fast and vicious punches compared to its earlier movements. They didn't seem to be doing much damage, but the noise each strike made was deafening. The paint was coming off of the mechs chest, falling away in flakes of dust.

Then, one of her clawed hands shot up, impossibly fast, and grabbed hold of the Rhino's punch. _"I SPENT AGES ON THAT PAINT!"_ It was by far the angriest sounding she had been in the time I'd known her. The Rhino tried to punch her with its other hand, but she grabbed that one too, and shot to her feet. It was bizarre to watch. Her spherical main body span around to face her opponent, and her legs flipped over, so that she could stand upright.

The two machines were pushing at each other, vying for dominance. The clawed feet of Peni's Mech dug deep into the ground to get better purchase, but it didn't seem to be helping. Rhino was ever so slightly stronger, and even though the metal of its hands and arms were slowly bending and folding from the strain, it was Peni's Mech that was sliding slowly backwards, its claws leaving long gouges in the surface of the road.

Then, with a blur of motion, an extra pair of limbs sprouted from her back, and dug into the road beside her legs. Peni came to a stop, then with a movement as sudden and violent as the strike of a snake, she flipped backwards, hurling the Rhino through the air and slamming it into the road with astonishing force. The road crumbled to powder under the impact, and the Rhino embedded itself deep into the ground. The shockwave was powerful enough to knock several police officers off their feet, and nearly dislodge my hat.

The Rhino rose to its feet, but before it could react, Peni came at it again, with quick, vicious strikes of her suit's arms. The eyes on her Mechs face had been replaced with eight red dots, and the extra limbs were now acting as an extra pair of arms. The Rhino was trying to fight back, but it was clearly totally outmatched. The difference between the two fighters was astonishing. This was the first time I really understood just how much better Peni's Mech was than any I had seen before. Even Tony Stark's Iron Man armour simply did not come close to the speed, grace and power on display here. The advances in Mech design in two centuries had to have been immense.

But it was more than that. The Rhino fought like a burly dock brawler, all power, no style or technique. Like a lot of very strong men, it relied purely on strength to deal with its opponents, and in all likelihood that had been all it needed in previous fights. And like such men, it was completely folding in the face of a superior fighter. Peni struck with the skill of a martial artist, with familiar techniques altered to take advantage of her suits abilities. The four arms struck at her foe's chest with vicious spear-hand strikes, leaving deep holes in its armour.

The Rhino struck back, bellowing in fury, but Peni's hands slapped its strike away. She bent sideways, arms resting on the ground, then lashed out with one leg, a vicious roundhouse kick striking he opponent in the chin. Its head snapped back, and it staggered backwards. Peni surged forwards on four limbs, body slamming her opponent backwards as he stumbled, her arms raking claws over the Rhino's chest, tearing deep gashes in its armour.

"My God." Commissioner Stacy stood beside me, watching in awe. "I'd seen news footage of the Iron Man fighting, and I thought that was the best fighting machine I'd ever see. But this…" He trailed off, words failing him.

Peni switched back to a humanoid stance, raising her hands in a combat stance. The Rhino stood in front of her, his armour battered and pitted. But despite the damage, he came running at her again, fists raised. Peni simply flexed her fingers, and beams of red light shot out from her fingertips. They struck the rhino in the chest, and where they hit, the metal sparked and began to glow red with the heat. The Rhino howled with rage, and crossed its arms over its chest as it slowly stepped forwards.

Peni switched off the beams, and raised her arms into a familiar pose. Lines of white webbing shot out of small nozzles on her wrist, and wrapped themselves over the Rhino's arms. It struggles, but Peni's webbing must have been stronger than mine, because it didn't tear. _I have got to get the formula for that stuff._ The Rhino came lurching forwards, arms pinned to its chest. Its head was lowered, the horns prepared for ramming. Peni simply held out one of her arms. The hand folded back, and the plating on the forearms lifted away, as the limb transformed into some sort of huge cannon.

There was a loud bang, a blast of steam, and a huge net of silvery white webbing shot out, wrapping around the Rhino's body. Arcs of electricity lanced out from the web strands, and flickered over the armour, the form of the Rhino bending backwards with a yell of pain. But the suit must have been better insulated than it looked, because when the electricity stopped, the Rhino was still standing. Its legs were still free of web. It lunged forwards with remarkable speed. Before Peni had time to finish retracting her cannon, the Rhino slammed into her, web shrouded horns first. The blow knocked her off her feet, and the Rhino's continuing charge flung her backwards, until it slammed them both into a wall of the nearest building.

Peni's Mech went straight through the wall of the building, and it must have been load bearing, because a large part of the building immediately collapsed on top of her, burying her under the rubble. I tried to run over to help her, but Captain Stacy grabbed me from behind. "No, man! The Rhino's still there. We need to take care of him first."

He made a gesture at his men, who like us had been standing staring at the fight. "OPEN FIRE ON THAT MAN!" The police were only too happy to oblige, and with the webbing covering it, the Rhino was unable to dodge the bullets. Had Peni done enough damage to the armour to make this worthwhile?

The answer it seemed, was no. The bullets were still bouncing off, and no one could get a hit on the most damaged parts of the armour. Worse still, the bullets were shredding the web holding it! **"Hold your fire! HOLD YOUR FIRE!"** Some of them realised what I meant and complied, but it was already too late. The Rhino separated his arms with a roar, the last sorry strands of webbing hanging from his armour like tinsel. He came running towards us with a snarl.

 **"Open Fire! OPEN FIRE!"** All of them listened to me this time, unloading every gun in the area into it, but it didn't do a bit of good. The Rhino's horn slammed into one of the police cars, and the force of the impact tore the vehicle in half. The Rhino turned slowly, towards a group of three police officers who had their backs against a building. **"MOVE! Get out of there!"** I shouted, but it was already too late. The Rhino slammed his arm into them, and, with a trio of sickening crunches, crushed them. When it pulled the arm away, their bodies, much flatter than before, slid down the wall, leaving a trail of red.

It turned to face us. Blood dripped quietly from one of its arms. "Get the grenades!" bellowed the commissioner. A bit too loudly, as it turned out, because the huge figure turned towards him, then looked at the car he was gesturing to. It surged forwards, grabbing the car with one huge hand. It reached inside, and when it pulled its hand back out, a tiny pin was clutched between its fingers. It hurled the car towards us, landing in the middle of the largest crowd of Police officers, crushing several. A second later, before anyone had time to react, it exploded.

I was hurled off my feet, and slammed into the wall of a nearby building. A second later, the commissioner slammed into me. When my vision cleared, I saw what was left of the street. There was a large crater where the car had landed, and large fires burned nearby. Rather fewer police officers were getting up than had arrived here. A few tried to stop the Rhino, but a single blow from its arm sent their bodies flying through the air, bones shattered and organs pulverized from the sheer force. It turned towards the Horizon Industries building, and smashed through the wall.

Next to me, the Commissioner was stirring. Evidently, my body had cushioned him somewhat, because he didn't seem too seriously hurt. **"Are you alright, sir?"**

"I'm fine. I feel like crap, but I'll live. How about you?"

 **"I'm pretty tough. I'll be fine."**

He nodded, then looked around in quiet horror at the scene of carnage. " _Jesus_ … He just walked through us, like we were _nothing_! Your friend made it look so easy…"

 _Peni!_ I ran over to the pile of rubble. To my relief, I could see her form struggling free from the Wreckage. **"Are you OK?"**

 _"Yeah, fine, but this stuffs not easy to move. It's gonna take a while for me to get out."_

I bent down, and started trying to pull off the rubble, but Stacy grabbed my shoulder. "I know you want to help, and I understand. But the Rhino is in there, probably stealing something dangerous, and he's dangerous enough already. We have to stop him before he hurts anyone else."

 **"Without SP/dr, we might not be _able_ to stop it."**

He nodded. "Possibly. But can you guarantee that you can get that rubble off your friend before the Rhino finishes his work and escapes?"

My silence said it all.

"Then we'll have to go in there. Maybe buy some time for you friend to get free and rejoin the fight."

 **"Yes, sir. You realise that it'll be even harder to fight him in close quarters, right?"**

"That's a risk we'll have to take."

I sighed, nodded, and turned back to Peni. **"You going to be OK?"**

 _"Yes. It shouldn't take too much longer to get free. Go help them, I'll be fine!"_

I turned away with some effort, and followed the police into the building. The Rhino's attack seemed to have crippled the lighting (or possibly whoever owned this place liked it to be atmospheric) so it was hard to see what was going on.

We made our way through the trail of wreckage the Rhino had left behind. At last, we arrived at one of the storage rooms, where various pieces of scientific equipment had been stacked on metal shelving. One of the shelves had been torn apart, and its contents lay scattered and broken on the floor.

Something dark and huge moved behind us. As we whirled around, a battered metal fist larger than my head swung out of the darkness, and struck one of the officers beside me. He spun away into the darkness, body flopping limply. The rest of us opened fire at the Rhino, but even at such close range, we only did minimal damage. **"Get back!"** I roared, as I leapt forwards, over its flailing fist and onto its metal back. It tried to grab me, but its arms couldn't bend well enough to reach me. In any case, it only had one arm available, because the other arm was clutching a complicated looking bit of scientific machinery.

I kicked at the torn metal of its armour, and launched webs at its limbs. Nothing worked. Its armour, battered and torn as it was, was still too thick for even my fists to do any meaningful damage. Whenever I did manage to get some webs around one of its limbs, it tore through them with little effort.

There had to be something I could do! I looked around, desperately searching for any weak point that Peni's attack might have left. The police stood around us, guns raised, but even if the Rhino and I had been still enough for them to be sure of hitting us, it was too dark for them to aim accurately anyway.

Then, I spotted something. The armour around one of the Rhino's arm joints had been bent back, exposing the mechanism. I pulled out my revolver, and unloaded it into the mechanisms. Oil sprayed everywhere, and the arm that had been flailing at me went limp.

The Rhino growled in frustration, and shook its shoulders like a wet dog, flinging me loose. It put the item it had been carrying in its other hand down, and then raised its arm up, snatching me out of the air. Before I had time to fight back, it slammed me into the floor with appalling force.

All the fight went out of me after than impact. I could barely breathe, and hardly move. Through the dust above me, I could see the Rhino's arm raising for a second strike, and I knew instantly that I wouldn't survive it.

Then red light flickered behind the Rhino, showing its form in a dark silhouette. Before it could punch, a clawed hand grabbed its arm, and a voice spoke. _"We weren't finished."_

Peni lifted the Rhino into the air, and flung it over our heads, sending it flying into the wall. Before it had time to regain its footing, she leapt onto it, clawing and punching at it with all six of her limbs. With one arm disabled, the Rhino couldn't even begin to mount a proper defence, and it slumped under the vicious assault.

Peni leapt off of it, staring at its form. The Rhino was desperately trying to get up, but with all the damage it had sustained, it couldn't even get to its knees. A red light shot out from the face of Peni's suit, and slid over the Rhino's form. As it went, it highlighted the internal workings of its structure, showing the mechanisms within. Inside it all, was the dark figure of the human operator.

The light shut off, and Peni raised one of her hands. It twisted and collapsed, folding and bending, until it had formed the shape of a circular saw. The main disk was a dark grey, with an odd stringy texture, the teeth a glassy transparent crystal. It began to spin, faster and faster, till it was nothing but a blur, making a loud whistling hum.

She raised three other arms, and pinned the Rhino in place, while she dug the saw into its back. Sparks flew everywhere, accompanied by the screech of tearing metal. The Rhino bucked and writhed under her hands, but it couldn't get free, and soon its movements became sluggish.

After about a minute, Peni switched the saw off, and pulled it out, switching it back into a hand. Then she dug all four of her claws into the gash in the Rhino's armour. With a small motion, she pulled the armour apart, leaving a gaping hole in its back. She reached in with one hand, and pulled out the occupant, wrapping him in web and dumping him next to his armour. It fizzed and sparked, limbs jerking, then slumped motionless to the ground.

I pulled myself slowly to my feet, and walked forwards, the police behind me. We were all staring in shock at the aftermath of the battle. The man who had piloted the Rhino was staring up at us. He was too tightly bound to move, and he wasn't talking. The only sign he could see us was the hateful glare he was giving us.

Peni switched back to a humanoid stance. _"Job's done."_ She sounded very quiet. I wondered if it was because of what had happened to the police officers.

Commissioner Stacy nodded, apparently at a loss for words. He gestured to his surviving men, who rushed over to the pilot of the Rhino, pulling him to his feet and cuffing him. Peni lifted the empty suit over one shoulder, and we walked out.

Outside, ambulances and more police cars had arrived. So had the press, and I couldn't help but wince as camera flashes lit up the area. _Well, this'll be on the front of every newspaper in the city, and probably most outside it._

The pilot of the Rhino was being loaded into the police car. Commissioner Stacy turned to us. "I don't suppose you'd be willing to come with us to the Station?"

 **"As long as it doesn't take too long, I'm fine."** I turned to Peni. **"You?"**

 _"Fine by me."_

Commissioner Stacy nodded, and turned towards a police car.

 **The Police station, 45 minutes later**

"Could you get that wire for me? I need to get past it."

 _"Sure."_

We had spent the last 30 minutes inside this room of the police station, slowly taking apart the Rhino suit. The claws on Peni's Mech didn't look like they were suitable for this sort of thing, but smaller pincer like claws had extended from them to make the more fine movements, whilst the larger fingers did the more heavy work of pulling apart the armour plating. I was using a toolbox, and so was going a lot slower.

Oh, if you're wondering how Peni got her Mech into the police station, they have wider doors than my office.

Peni focused another red beam from her fingertips, cutting a circular hole into the chest plate. We'd figured out from our analysis that this suit was sufficiently close to an Iron Man suit in terms of design, that it was probably designed using stolen blueprints for one. Tony Stark would not be pleased when he found out.

"So, you seemed to recognize this guy. Met him in your universe?" The room was relatively soundproof, so as long as we spoke quietly we wouldn't be overheard.

 _"Sort of. The one I knew wasn't mechanical, and he talked a lot more, but they were pretty similar apart from that."_

"What do you mean, not mechanical?"

 _"Genetic experiment gone wrong."_

I wasn't sure if I understood that completely, but I got the gist. "So, he was actually part human, part rhino? Yeesh."

We continued in silence.

"Peni, tell me what's wrong. Was it what happened to the police officers?" It would make sense if it was. No child should have to see something like that.

 _"Sort of. It wasn't really the violence. I've seen worse. It's just, I should have saved them. The Rhino was something I could beat easily. I didn't try as hard as I should have, and I let him get the drop on me. If I'd taken him out at the start, no one would have died. Those deaths are my fault."_

"No they are not. They are the Rhino's fault and his fault alone. You tried your best, I saw you. I couldn't have asked for more. We would all be dead if it wasn't for you."

I wasn't sure how much comfort that was, but she started talking more as we worked. At last, I pulled something free. It was a lump of a strange material that was neither metal nor crystal, but something in between, which glowed with a ghostly white light. Threads of the material spread out from it, and into the wires that filled its body.

 _"What is that?"_

"Orichalcum." That clinched it. Orichalcum was the material Tony Stark used to power his suits. He was supposed to have the only supply. How had this guy got hold of it?

Peni beamed her red light over it. The eyes on her suit widened in a mask of shock. For a while, the only noise that came through her speakers was indignant spluttering. _"That's a room-temperature superconductor! How did he get hold of a ROOM-TEMPERATURE SUPERCONDUCTOR!"_

"Tony Stark discovered a supply of it in Atlantis. No idea how this guy got it though, it's supposed to be securely stored."

 _"ATLANTIS! That-that-that's just not fair! My universe spends years painstakingly researching the technology for this, and you lot just get it – dropped into your hands, like a new toy! No wonder you can build Mechs in the 1930's!"_

She didn't sound happy. In fact she sounded positively grumpy. But it seemed to have distracted her from the deaths, and I was happy about that, at least.

The door opened, and Commissioner Stacy came in. He did not look happy at all. **"Got anything out of our prisoner?"**

"Nothing. He hasn't said a goddamn word since we got him here. Nothing we can do will make him talk. We know who he is though. Alexei Sytsevitch. He was a soldier for the Russians in the Great War, defected to our side when the revolution came in, moved to America after the war was over. He couldn't get much work though, what with suspicion of Russians, so he turned to crime. He knows a little bit about engineering, but not enough to build something like this. He couldn't have been working alone, but he has no known associates, and he won't tell us anything. There's enough evidence to put him on trial, and get him the chair most likely, but we probably won't get any of the people he was working with this time."

We discussed our findings, and gave him our notes on what we had discovered in our analysis of the suit. **"Anything more we can do for you, officer?"**

"Probably not. Thank you, for everything you've done." He handed me a roll of notes. It added up to nearly $1000. "If we can figure out what everything he was taking was, we'll contact you."

We thanked him and left. To get to the police station, I had taken a car, whilst Peni had followed us on foot, but I was tired of the attention of the onlookers, so we travelled on the rooftops.

"So, you don't have an Atlantis where you come from?"

 _"Not really. We've got an underwater city called Atlantis, but that was only built 100 years ago. We definitely don't have Plato's Atlantis."_

Huh. Apparently the differences went back a long time. Amazing that our 1930's were so similar, all things considered.

 _"You know, Peter, we could be faster if we-"_

"NO."

 **Spider Mans office, 15 minutes later**

We got back inside fairly easily. I was back in my civilian clothes, looking around and wondering how best to add a new entrance to make sure that Peni could exit the building without being spotted. Peni and SP/dr meanwhile, were busy reapplying paint to their Mech.

"Are you two finished? We should probably be heading back to the welfare centre soon."

Peni leapt down from her stepladder. "OK! Just need to find where I put that dress." She opened her Mech's chest, and began rummaging around inside it.

"Why did you put it in there?"

"I couldn't find anywhere else that was clean! Don't you ever tidy this place?"

"I'm usually busy!"

She shook her head mournfully. "Excuses, excuses."

"The inside of that thing doesn't look especially tidy either. Is that gum on the armrests?"

She scraped it off hurriedly. "No. Why do you ask?"

Then, she grabbed hold of something, and pulled it out. It included the dress, but there was some other stuff along with it. "Oh, so that's what happened to that! I wondered where it had gone!"

It was a bundle of clothing. There was a silvery white shirt, a black tie, a black sleeveless V-neck jumper with a red stripe and a strangely reflective surface, a pleated tartan skirt, and a pair of stripy socks. "It's last week's school uniform! I wondered where I'd put it!"

Then she dug around inside it, and pulled out a thin rectangle of translucent silver metal, and beamed with delight. "YES! It's my Phone! I'd been looking for this all week!"

"That's a phone? Good grief, the future is weird."

"It's not just a phone! It's a camera, and a games thing, and a TV screen! It's got loads of stuff on it. I'll show you, look!"

She pressed a small button on the side of it, and it lit up, projecting a beam of blue light into the air. It formed an image, a moving image, and in colour! This was definitely something of the future.

"It's one of my old recordings of a day at work. There's Mr Octavius and Mr Murdock, look!" The footage showed two men. One was quite tall, wearing a red suit, and odd looking sunglasses with lights along the side. He was well built, handsome, and rather familiar looking. The other was rather shorter, slightly portly, balding and wearing glasses. He wore a green and black bodysuit, and was linked to a bank of machinery by four black and yellow cables, which attached to a harness on his waist. They were both smiling at the camera, and were engaged in conversation with the person behind the camera. I recognised a third voice as Peni, who was probably the one filming this.

"You'd like them, Peter. I really miss them…"

And so we watched some of Peni's old films, quietly together, until it was time to head home.


	9. Chapter 8

**Chapter 8:** ** Thunderbolt Iron**

 _So, those were the events of the first two days of my extradimensional jaunt. I was pretty busy, all things considered._

 _Things calmed down a fair bit after that. No big villains turned up, and no-one I recognised from my reality showed a weirdly distorted face. I went out with Peter while he was working a fair few times, but there weren't many criminals out, and the few that did go out were usually mundane enough for him to defeat them alone. Half the time, he was busy researching potential links between Mysterio and various mob bosses and other criminal figures that could be providing him with resources._

 _With a certain inevitability, he kept coming back to one Wilson Fisk, the Kingpin of crime. Joy of joys. The Wilson Fisk I knew was bad enough, and he was limited severely by advances in law enforcement (AKA yours truly). I dreaded to think what a Wilson Fisk could get away with in a city as crime ridded and corrupt as 1933 New York. I couldn't even guarantee he wouldn't have some arsenal of weaponry, given the ridiculously advanced tech this place had for a Pre-World War Two environment. I mean, ROOM TEMPERATURE SUPERCONDUCTOR! What the actual heck?_

 _I think we'll probably be fighting Fisk at some point. Peter is one of a few crime-fighters in this city who have really gotten on the Kingpin's nerves, and unlike my Wilson Fisk, this one was apparently both able and willing to get his hands dirty in a fight, even with the super-strong._

 _(My Kingpin was willing to engage in fighting, provided he had access to high powered weaponry and was a long way away from his opponent.)_

 _Peter had long since perfected the art of quietly disappearing to head off to work, but it wasn't so easy for me. For some strange reason, Aunt May had more faith that her 6 foot tall, 19 year old nephew could keep himself safe compared to her eleven year old, 4 foot tall, mixed-race niece. Peter could still get me out of the house when he needed me, but I spent a lot more time there than he did._

 _I couldn't complain. All things considered, unleashing me on the city's common criminals felt rather like overkill. The mere knowledge of my presence was keeping most of them from trying anything._

 _Oh yeah, forgot to mention. A big scale battle between two Mech suits in 1933 tends to attract attention, and even with the limited spread of information that existed without the internet, people noticed. Like, a lot of them. Just when I thought I had escaped being on national news all the time. On the bright side, no one knew my identity this time around, so no more incidents of coming home and finding a sleazy reporter looking around my bedroom. (For the record, that only happened once. My response put most of them off trying it again.)_

 _We dug a tunnel from Peter's base, so that I could exit in my Mech without being seen, so that people didn't realise the location of SP/dr's resting place. Most days I could get to the base, I'd just work on keeping my Mech in top conditions. It wasn't easy, without proper tools and resources, but at the moment it was still possible._

 _Most of the rest of the time, I worked at the welfare centre. It was good work, just as worthwhile as crime-fighting. A lot less fun, though._

 _I was glad I had found my old uniform. If I left out the tie, it looked fairly acceptable as little girl's clothes in 1933. Even if I kept in the tie, it just looked excessively formal. The skirt might have been a little short by their standards, but not scandalously so. Peter, Aunt May and Mary-Jane never commented on it, and strangers tended to give me odd looks anyway, no matter what._

 _We heard from Doctor Strange. Mostly so he could complain at us about our lax approach to secrecy. Personally, I think that option was pretty well defeated when we thought an interdimensional glop monster atop the empire state building, but there you go. The only news he had on Mysterio was that there was no news of any kind. He hadn't tried to open another portal. I agreed with Peter's comment: "Personally, Strange, if he'd opened another Portal, I suspect we would have noticed."_

 _I really want to go home, but it's looking like that might take a while. Peter and everyone at the welfare centre are making me feel welcome, but I don't like it here. I feel guilty every time I think it given all the effort they are putting into making me welcome, but it's true. I want to be in a city where I can walk the streets on my own, and feel safe. I want to be somewhere where I know people don't resent me because of my ethnicity._

 _I want to see Mr Murdock and Mr Octavius again._

 _The videos on my phone help. Mind you, I'm sharing that with Peter a lot. He's really curious about my universe, so he's always asking me to show him stuff on my phone. He's not very good with the games, but he's absolutely fascinated by stuff like old homework assignments, or photo's I took at interesting places back home. He might work fighting crime, but he wanted to be a scientist, and he's trying to learn as much from my universe as he can. Unfortunately, most of my knowledge is in engineering, and given Peter only has mild skill in that area, it's a big gap to bridge. He knows a lot about chemistry though, and we've made excellent progress in upgrading his web fluid, using some of the chemical components of mine. It should significantly increase the strength of his webs._

 _I've been trying to find out more about his universe from the news. Unfortunately, most of the news at the moment is about me. Hopefully it'll die down soon._

 **A Tailors Shop, One Week later**

 **"Mysterious New Spider Hero Defeats the Rhino!" The New York Times**

 **"Spider-Team Cripples Criminal Spirit!" The Daily Star**

 **"SP/dr: Where does he come from?" The Daily Bugle**

Darn.

The newspapers were still obsessed with me. I'd ask if they didn't have anything better to put in their pages, but all things considered, they probably didn't.

I leafed through the Daily Bugle. The main story had been written by J Jonah Jameson, so I felt slightly light headed reading his praise filled article on my genius and heroism. _Darn it, why couldn't I have gotten the supportive pillar-of-the-community Jameson?_ The J Jonah Jameson of my universe had never liked me much. It had started when he'd given me an interview for his news channel. We hadn't really hit it off, what with him asking some rather aggressive, personal questions, and me making some rather snide responses. Later on, he accused me of being a repellent, power mad brat on a debate panel, and I responded by calling him an obnoxious, attention seeking hack. Things accelerated from there. Fortunately, we won the lawsuit. Less fortunately, we never managed to pin all the invasive, creepy reporters around my house on him, even though I know he paid them.

These days, we mostly limited things to making ambiguously snide comments about one another in interviews, and glaring at each other at public events. This Jameson though, seemed like a nice enough guy. I finished his column, and moved on to one on the trial of Alexei Sytsevitch by a new reporter called Eddie Brock.

"Peni! Time to start!"

 _Oh boy._

Mary-Jane had decided we could get to know each other a little better. (We'd started by getting my name added to a list of the welfare centre's long term helpers, which was how everyone had learned how to spell my name.)

Unfortunately, one of her ideas for bonding activities was clothes shopping, and I hadn't had the heart to tell her I wasn't interested. I quite wanted some more clothes, but Mary-Jane had insisted on getting them properly fitted, and most of the ones she recommended were very much not my thing.

"Coming!"

With a weary moan, I put down the newspaper, got up, and shuffled towards the changing room. We had been doing this for nearly two hours now, and whilst I had gotten some new dresses out of it, and they were much more comfortable to wear, a lot of them made me feel embarrassed wearing them. Far too many pastel colours and frilly bits for my taste.

I came in, and pulled off the dress I had been wearing. Mary-Jane was in there, with another woman, a seamstress, who was the one who adjusted the clothes to fit better. This shop was one Mary-Jane frequently used, in large part because it serviced people of all races, and she favoured shops with moral business practices.

They pulled the last dress over my head, and when I saw myself in the mirror, I had to stifle a groan of despair. It was a frankly lurid shade of pink and distinctly frilly looking. By the standards of the 1930's wearing this would probably have been most little girl's dreams. But given that my mother was a police commissioner, and after she died I had been raised by scientists and secret service agents, I'd never developed much appreciation for that sort of thing.

"Yes, that's great! We just need a few adjustments, and then we're done. Thank you so much for your time!"

The seamstress lady gave Mary-Jane a polite nod, then began adjusting the dress to fit me better. Whilst she worked, I took a look in the mirror. Aside from clothing, my appearance thankfully hadn't changed too much. The only real alteration had been to my haircut, which looked tidier, and had a blue hair ribbon added to keep it that way.

"All done, Miss."

 _Oh, thank god that's all over._ Being a tactful person (When I can be bothered) what I actually said was: "Thank you, Miss."

Mary-Jane paid the woman, and we left. Outside, it was oddly cold for June, as it had been all week. On the bright side, I had an excuse to put my coat on, so I felt less self-conscious in the outfit I was wearing. I quite liked the coat; it was long, dark, and soft. More importantly, it was warm.

"So, Peni, how do you like the new clothes?"

"I like them quite a bit. Thank you."

It was only half a lie; I did appreciate the effort and intent, if not the actual result.

"Which one did you like best?"

I took a while to answer. "You might be surprised, but I actually liked the blue one best." That one was a dark blue with hints of grey. The skirt was long enough to be suitable for the standards of the period, but short and flexible enough to make running easy. And it's simple, unadorned nature appealed to me somewhat.

Mary-Jane was surprised, but not as much as I thought she would be. "Huh. Most girls you age prefer the frilly stuff. I know I did. That's good though, these days I think the simple look works best."

I liked Mary-Jane a lot, and I enjoyed talking with her, but in all honesty I was looking forward to meeting up with Peter, because I was not enjoying this conversation.

To my somewhat guilty relief, Peter came up to us only a few minutes later. "Hey, you two. How'd it go?"

"Really well. We got plenty of clothes, so Peni should look tidier."

 _Humph. I looked fine._

"I'll take her from here, Mary-Jane. You ready for that visit to the Stacy family home?"

She gave us a thumbs up. "Yup. Looking forward to seeing Gwen's dad again. He's a really nice man. I shouldn't, but I wish Gwen would take after him more."

That he was. We had talked a bit more with Commissioner Stacy over the week, and he'd done nothing to counteract my initial impression of him as a good man, and a great deal to support it.

Mary-Jane waved us goodbye, and me and Peter walked off.

"So, Pete, what were you planning on?"

He mused briefly. "I know a restaurant that doesn't mind different races or mixed folk. Me and Robbie used to go there a lot, before we got jobs and didn't have as much free time. And I believe they do have a vegetarian option."

"Sounds great! Let's go!"

We talked shop as we headed to the place. Apparently, Peter had gotten calls from Strange and Commissioner Stacy recently.

"Strange just wanted to tell me he thinks that all this cold weather is because the portal drained a lot of heat from the local environment. If it had been open too long, we might be in the middle of winter in June!"

"But you told me that the building he set up in was on fire?"

"That's because all the heat from miles around was building up there. You compact a city's worth of background heat into a single building, things are going to start burning."

Not exactly helpful information, but good to know nonetheless.

"What about Commissioner Stacy? What did he have to say?"

Peter's expression turned grim. "He was able to confirm the nature of the items that Mr Sytsevitch was trying to steal. They were equipment for an experiment that measured the effect of certain unstable elements on the fabric of reality. Quite a dangerous experiment if you ask me. And a worrying one."

 _Oh No._ "So, you think…"

"That the Rhino was working for whoever's decided to bankroll Mysterio? Probably yes. And no one has been able to recover the other two items he stole, so Mysterio may have some of the equipment he'll need to open another portal. We've put the item he didn't manage to steal and anything like it under armed surveillance. It won't be easy for them to steal it, and it'll take a while to build one themselves. We've still got time, but not as much as I'd like."

Terrific. The nutcase was about to make another attempt to tear the fabric of reality a new one. On the bright side, it meant I might be getting home soon. _Yeah, and everyone here might get devoured by cosmic abominations! Don't be so selfish, Peni, it's not all about you. If we get Mysterio before he builds it, we can make sure he opens one for me safely. It might not be as fast, but it's a lot more responsible._

I was shaken out of my thoughts by Peter's sharp intake of breath. "What is it?" He pointed up. Next to the top of the Empire State buildings spire, an Airship was docking.

The standard image of a 1930's airship is the classic zeppelin look, a long, silvery cigar shape of metal ribs covered by grey canvas, with steering fins at the back, engine pods with propellers on the sides, and a fancy gondola underneath. The gondola was fancy enough, large and gold, with lots of art deco styling, and huge blue glass windows covering its front end. The resemblance ended there, though. It had two gasbags rather than one, and both were red, and oddly shaped. They were significantly wide at the front than the back, and they formed an aerodynamic surface when viewed from the side. Their top half was armoured with thin metal plates, whilst the bottom half was covered in thicker metal. The steering fins were attached to the rear of the gondola rather than the gasbags, as were the engines. The engines stuck out on long spokes, and looked very odd. They seemed to be halfway between jet engines and propeller engines, and glowed an eerie bluish white.

"I assume you know what that is, Peter, because I don't."

He looked worried. "That is Tony Stark's private airship. Which means that Tony Stark has decided to come and visit New York."

 _Uh Oh._ "Any guess as to why?"

He gave me an incredulous look. "Well let me think. Could it be because some no name criminal was found piloting a dangerous weapon based on his own technology? Or could it be because the first hero with technology capable of rivalling his turned up in this city out of nowhere? Hell, could it be both?"

"All right, no need to rub it in, it was a silly question."

I knew a fair bit about Tony Stark. Peter had told me that he was the main developer of Mech suit technology in this time period. I'd looked up reading material on him, but a lot of it seemed to be in the form of men's adventure magazines. I was sure some of the stories were exaggerated, but apparently they were all true, even the one with the dragon called Fin Fang Foom. More than anything else, with the whole theme of a scholar questing for mystical artefacts, they reminded me of Indiana Jones stories. And like those, sooner or later the Nazis had gotten involved.

Evidently one side effect of the changes to 1930s history was that the Nazis had risen to power a great deal faster here than in my world. Tony Stark had fought a long battle with them over possession of that incredibly unfair superconductive Orichalcum, which he had salvaged from the ruins of the ACTUAL ATLANTIS. He had won the battle though the use of an experimental armoured combat suit, which he had upgraded with an Orichalcum power system, and now used his technology to act as a peacekeeper and guardian of the world, the Iron Man. Good lord he sounded cool. It probably wouldn't be a good idea, but I really wanted to have a talk with him, about how he had managed to create such advanced technology with the resources and knowledge of the 1930s. If his picture was anything to go by, he was quite handsome too… NO! Bad Peni! That's a terrible idea; he's way, way too old!

"Peni, is there something you want to tell me?" Oh shit.

"NO! Nothing!" Possibly not my best attempt at hiding something.

"Peni, there's no point pretending. We started talking about Tony Stark, and you started going red. In case you need reminding, he's old enough to be your father."

"Peter, he's 27. He would have had to have started very young."

"I am reliably informed that he did." Not sure what that meant, but I got the gist. "Anyway, he's married." Damn.

Thankfully, something occurred to distract me from my embarrassment. Less thankfully, it was a large explosion. In the distance, arcs of electricity were flickering through the air.

" ** _Let's suit up,_** " we said in unison, and turned to hurry off to the office. Or at least Peter did. The dress I was wearing made it all but impossible to run properly.

"Peter, wait up!" He turned, saw the problem and rolled his eyes. "Hey, I don't like this either! So there's no need to – HEY!" Peter lifted me up by my waist with one hand, and put me over his shoulder in a fireman's lift. "Oi! Put me down!"

"We'll go much faster this way. Don't complain."

"But it's completely undignified! And it feels really weird!"

He gave me a smug smile. "Well, now you know how it feels."

 **30 minutes later**

The source of the electricity was quite obvious. A small man in an insulated green suit stood in the middle of the road. Arcs of blue electricity flickered around him, and shot through the steel crowbar in his hand when he struck things with it. As we came towards him, he turned to face us. "Oh, good, proper opponents! You'll be much more interesting to fight." He raised his crowbar, and the lightning around him began to crackle with renewed vigour. A starburst of electric sparks began to form around his head.

We dashed towards him. He lashed out with his crowbar, and an arc of lightning spattered against our viewscreen, without much impact. Peter ran up over us, and leapt from the top of our head, landing on top of the assailant with an impressive impact. After that, the fight mostly deteriorated into a particularly violent wrestling match, as the two figures grappled with each other on the floor.

I idly tried to select the appropriate webbing variant to deal with this guy, looking for one with insulating properties. Then I realised I should have been paying more attention, because the mysterious individual had managed to get Peter into an arm lock.

"You, my big friend, don't seem overly troubled by my lightning." He gestured towards Peter. "Is the same true of him?"

Oh dear. I had to be careful. If I made the wrong move, Peter could get serious electrical burns. I was almost certain he would survive, but it would be incredibly painful and damaging.

As I tried to look around for a way to deal with this problem, I looked up. Far above in the sky, Tony Stark's airship hovered directly above us. That was odd. A hatch opened on the underside, and something dropped out. It was silver, and trailed smoke and flame as it sped down towards us.

The mystery electricity person had been ranting the whole time. "… and then, when I have defeated you, at last people shall appreciate what I am capable of, and I shall get what I rightfully deser-"

Something huge landed behind him. He spun around, letting peter go. With a roar of rage, he gathered up some electricity in his crowbar, and brought it down against his new foe's chest. Aside from a loud clang, absolutely nothing happened. The tall metal figure stared at him, then flicked him in the face with one finger. The voltage man crumpled to the floor, moaning and clutching his nose. The metal figure raised its hand, and sprayed steam-like gas on the prone form. The electrical man struggled briefly, then relaxed, and began to snore.

The new figure turned towards us. It was nearly as tall as me, but not as wide. Its limbs were bulkier, but shorter, and its body was overall smaller. It was made from technology only a little more advanced than that which the rhino had used, but it had so much style I didn't care. It was a polished silver, and its design screamed art deco, and the classy engineering look of the 1930s. Its boots seemed to have caterpillar tracks in them, and a jet engine stuck out of its back. A number of weapons were built into its forearms. Its head was smooth, with two orange glass pieces in its eyeholes. I knew who it was. We both did.

" _Hey, Spider-Folk,"_ said the Iron Man. _"Can we talk?"_


	10. Chapter 9

**Chapter 9:** ** Marvels**

I'd been expecting Tony Stark to turn up for a while. The highly publicised nature of the Rhino's attack made it somewhat surprising that he hadn't done so already. I hadn't been expecting to bump into him at work though. A phone call was more in line with my expectations. I guess the voltokinetic lunatic attempting to trash the city rather pushed his hand.

 **"Uh, I guess. We probably ought to deal with this guy first."** I gestured meaningfully to the vegetating villain. He looked a lot less impressive without the cloud of electrons surrounding him. His costume was mainly a bodysuit coloured a particularly unappealing shade of lime green, lumpy, and combined the least appealing visual elements of felt and rubber. Over the top, he wore something resembling an electrician's uniform, in an even less appealing shade of green. His head had a crudely sown green mask over it, which did nothing to make his look any more appealing. The broken nose and bloodstains did not improve the sight.

 _"Oh sure, there's facilities at my offices in the empire state that can hold him. Probably the only place in the city equipped to hold someone like this. We'll talk once we've got him there."_

Wondering briefly why he had facilities for that in his business headquarters, I began lifting up the prone form of our mystery assailant. Before I could finish, Stark grabbed him with one arm and tucked him against his chest. Then he turned to me, and held out his other arm. _"Hop on"._

 **"… Please tell me you're joking."**

The bastard shook his head, and repeated the gesture. _Oh god, here we go again._ With a certain sense of the inevitable, I took hold of his arm. Stark turned his head to face Peni. _"Hey, we're heading up to the airship. You are welcome to join us."_ He paused. _"I'm assuming that you can get up there, right? You've got a jet pack or something?"_

Peni, who had spent the last few minutes staring at Stark with an expression of awe on her mechs face, jerked into motion. _"Oh, err, yes of course. I'll follow you up as best I can."_

Stark lifted his head, so the mask of his helmet pointed directly at the airship directly above us. Somewhere around his back, a low rumbling noise began. A breeze began to pick up around my feet, and a bulging shape on the suit's back began to glow red. There was a loud _WHUMPH_ , and with a jerk, we left the ground. With a building roar, we soared upwards, a column of flame pouring out of the engine on Starks back.

All things considered, I massively preferred this method of travel. It wasn't any slower than Peni's web swinging, but there were vastly fewer sudden changes in direction, so severe nausea was somewhat less likely.

I briefly glanced down. Peni was in one of her mechs more spider-like forms, scuttling up the side of a building. Amazingly, she was actually keeping pace with us. The roar of Stark's engine began to die down, and our flight path began to level off, as we headed for the front of Stark's gondola. Below the windows, a door was opening. Just before we flew in, Stark angled his body backwards so the thrust of his engine slowed him down, then shut it off entirely, landing us on the gondola floor. Behind us, Peni reached the top of the tallest building nearby, and then leapt from it, in a long arc that landed her just behind us. The hatch closed behind us.

As I climbed of Stark's suit, he laid the mysterious miscreant down on a gurney, strapping on restraints. Then he stood up straight, and the front of his suit spilt open, the helmet sliding open and folding itself back. The man who clambered out was shorter than I was, though that said very little. He was muscular, but in a wiry way. His skin was tanned and scarred, and the only hint of his more refined nature was his neatly trimmed moustache. His hair was black, his eyes were a pale blue, and his eyebrows were thick and bushy. He wore a while vest, and a pair of simple grey trousers.

"It's nice to see you again, Spider. Been a while." That it had. The first time we'd met was when the X-Men had pulled off one of their more daring heists. I'd been holding them off, but was in serious trouble when they'd all ganged up on me. Then the Iron Man had come wading in, swatting them aside like flies. Those who he hadn't hit had simply fled. After so many failed attempts to bring those bastards to justice, the feeling of elation as Stark and me had handed over the injured to the proper authorities had been wonderful.

"Good to see you too, Stark. Although I will admit, I had been expecting you to turn up for a while. What kept you?"

He grimaced. "I was busy testing my mettle against the Latverian dictator, when he tried to annex a neighbouring port. Turns out we're more or less evenly matched, so I couldn't head back until after I'd managed to chase him off. It took a while. I didn't even hear about the Rhino until yesterday morning."

Ah. It was easy to forget that Stark often had to deal with problems in distant parts of the world. I barely got involved in criminal activity beyond my city, never mind my country. But then, the Iron Man did have some advantages on that front.

We walked up the stairs, till we arrived at the cockpit. The word barely did it justice; the actual control station was dwarfed by the windows in front of it. At the controls sat two men. One was a bald Negro, young and fit, as tall and muscular as Stark. The man sitting next to him was white, much hairier, and much, much older. He had to be in his fifties at least, as the only parts of his hair that weren't grey were the bits that had gone white. His moustache had the old fashioned look where the tips fused with his sideburns, a look that had been popular with pilots in the Great War.

The older man stood up first. "So, you're the Spider-Man. I'm Jarvis." His voice was rough, and had a strong cockney accent. The man was very British, in the lower class grumpy sense rather than the higher class polite one. The clothing he wore suggested an engineer.

"And my name is James Rhodes. Tony's told me a lot about you. I hope he wasn't exaggerating, because I liked what I heard." The younger man had a quiet, cultured sounding voice. I'd heard of him. Tony Stark's loyal companion and friend on his many adventures and escapades, whose knowledge of the world had saved them both many times during their more dangerous moments.

Then both men turned, and got a look at Peni in her Mech. Understandably, both stared goggle eyed at her. Peni's Mech was the only one I had ever seen that could outcompete the Iron Man armour, and mot by a small margin. Stark's armour was magnificent in its power and capabilities, but she left him in the dust.

 **"Gentlemen, this is SP/dr, my learned and valued colleague. Of course, if you've read any newspapers in the last week, you'll probably already know that, they can't seem to get enough of him."**

Jarvis snorted. "Of course we know who he is, man. Not all of us have been under a rock for the past week." Stark made a half-hearted noise of complaint. "It's just…well, look at him!"

Rhodes nodded gravely. "It's on another level entirely." I looked over at Peni. She looked distinctly uncomfortable. The sight was actually quite comical, since the mannerisms of an awkward and slightly shy preteen look very odd when applied to a 14 foot Mech.

 _"Err, yes, it's not bad."_ Was it my imagination, or did Peni sound slightly flustered. Then I remembered the slight crush on Stark she had displayed earlier. _Oh, good grief._ I hoped it wouldn't get in the way too much.

"Coming up on the Empire State building now, Tony" Jarvis called out, as the airship slowly turned to dock with the tall spire. The damage to the spire hadn't been fully repaired, so it didn't quite look right, but on the bright side, the green slime from the Ablisk had gone. I wondered if the ichor had just boiled away to nothingness over time, or if some poor soul had had to climb out onto the spire to clean it off.

We docked with the side of the spire with ease, since Stark's airship was smaller and far more manoeuvrable than the standard zeppelin that would usually dock here. Once we had docked, we clambered out, walked along the narrow path to the buildings entry platform (Peni had some difficulty with this part) and entered into the building through the main door.

Tony Stark's office was decidedly opulent looking. There were probably items of furniture n there that cost more than my family's apartment. The walls were a pale white, the floor light brown and wooden, incredibly shiny and clean. Aside from standard items of furniture like cupboards, chairs and desks, there were glass fronted cases. These held items collected on his travels: A solid silver set of samurai armour, the immense tooth of some predator, a large gemstone the colour of blood.

The most striking decorations in the room were the framed magazine covers that covered nearly all of the walls. They all came from the same magazine: Marvels. These were the magazines that had told all his adventures from before his days as Iron Man, and many that had come after. All the covers placed his adventures as the most important, and illustrations or photographs from them were the cover images. Particularly striking was one that showed Stark staring up in shock and horror at the image of an immense green dragon rising from some long forgotten Asian temple.

"The containment facility is in here" Stark called, as he opened a concealed door in one of the walls. I followed, and Peni, who had been carrying our mystery criminal, had to squeeze in after us. The room beyond was extremely large, and its walls gleamed white with polished rubber and plastics. There were a number of glass fronted alcoves in the wall, and Stark opened one of them. Peni tossed our miscreant in, and the door closed behind him. "This room, and everything in it, was designed to contain and survive incredibly high energy electrical activity. There is no safer place to contain this man in the entire city."

"I assume you have a reason for building this, Stark. It wasn't just a whim or anything?" He nodded, and pressed a button on the wall. A glass panel slid down from the ceiling. It was double layers of glass, with a space between them about one and a half inches wide. Inside the space, were fragments of a strange material that was neither wholly like metal, nor altogether like crystal, but rather something in between. The fragments glowed with an eerie white light, and had been arranged so as to form the shape of the object they had been before being broken. It was the three pronged headpiece of an immense trident.

"Orichalcum," Stark intoned. "The most dangerous and powerful substance on the planet at the moment. It is a superconductor, and it has remarkable properties. With wires made from it, you could power the whole of New York with a car battery. Without it, my suit would be little more than an amusing toy. I have kept it as secret as I can, to prevent unscrupulous individuals from trying to claim it for themselves."

 _"So unfair."_ Peni mumbled very quietly.

"This room is the only safe place to store this much. If exposed to the outside air for too long, low levels of electricity in the atmosphere would build up around it over time. Even a small amount of electricity could be converted into a devastating blast. A few volts was enough to release a blast of lightning bolts that destroyed most of the German air fleet. When a storm arrived near this stuff, thousands of years ago, it released so much power that it completely obliterated the city of Atlantis."

 _Jesus Christ._ "And you thought it would be a good idea to store it in the middle of a city?"

"Believe it or not, this is the safest place. The only natural environment where it would be safe would be at the bottom of the ocean, and it would be very easy to find given its electromagnetic effects. I've seen what happened the last time someone decided to use this to build weapons of war. I never want to see something like that again."

Terrific. Oh well, nothing I can really do about it, so I shouldn't worry too much. Plenty of other stuff that needs worrying about. "Are you sure this thing can keep the Orichalcum safely contained? Because I've got pretty good evidence that says it's not."

I reached into my coat pocket, and pulled out a bundle of insulating fabrics and rubber. All things considered, I had decided the best place to keep this stuff, in absence of proper containment facilities, would be on my person. I quietly unwrapped it, and revealed the small fragment of Orichalcum that the Rhino had been using to power his suit.

Stark grimaced at the sight, but he didn't look especially surprised. "Damn. I'd hoped it might be a smaller piece that Namor might have missed when we collected the fragments. But this is too large for us to have missed. Someone must have stolen it from here."

"I would have thought someone would have noticed someone sneaking in here and stealing a lump of semi-mystical super-metal. I assume there are guards here, and that none of them have mysteriously died recently."

Stark frowned at me. "No, none of my security have died recently. Mind you, there are probably plenty of people who could get past them without being spotted. Even if we're talking people in this city and on public record alone, I can think of one person with the skills needed to get into and out of this apartment undetected. One Miss Katherine Pryde, notorious thief and escape artist. But she couldn't have gotten into this room and retrieved its contents, and nor could anyone else I can think of. That concealed door can't be opened unless you know exactly how, and unless you remember to deactivate the alarms, opening it will trigger some very loud sirens."

"Then who or what managed to get past all that?"

"I haven't the faintest idea, but we can't take any chances. I'm installing some new security procedures to make sure it can't happen again."

I nodded. I couldn't really ask for more. He had to keep the Orichalcum nearby, since it was the only thing keeping him alive. Stark had a damaged heart, and used a device called a repulsor to keep it functioning, and without the Orichalcum, he couldn't power it enough to keep himself from dying of cardiac arrest.

"OK, Stark. Any idea when they might try again?"

He nodded. "Oh yes. Tomorrow at noon, most likely. I have been selected as host for some big party thing for all the great and the good to attend, so it'll be the only time I'll have my attention diverted. It's the closest thing to a perfect opportunity that they're likely to get." He paused. "If it's not too much trouble, I'd like you two to provide security here. Undercover."

I stared at him incredulously, then gestured at myself dramatically. "Stark, I cannot help but see problems here. For starters, look at me. Gaze upon my height. Dwell upon my build. I get away with it most of the time by slouching and wearing loose coats. I doubt that will be an option at a fancy gala."

Peni raised a claw. _"And to be quite frank, I probably stick out even more than he does. I'm probably only marginally less conspicuous out of this thing than I am in it."_

He frowned. "That can be dealt with. People tend to ignore oddities in their waiters more than their fellow guests. Perhaps you could pose as waiters."

 _"OK, do you have any other option? Like, at all? I'd take a sufficiently large cupboard to hide in, if there is one."_

Stark looked extremely puzzled. "I suppose so, though I can't see why. Your call, obviously."

"I'm assuming you're paying, Stark. I haven't had much work recently."

He nodded. "Well, obviously. You know, if you need money so much, you could always take a job with me."

"Thank you, Stark, but you know what I think of big business. I'll manage on my own." And even if I was willing to put my principle aside for the sake of money, I knew that Aunt May definitely wouldn't. While she disapproved of Tony Stark the least of all the rich and powerful men in the city due to his humanitarian efforts, she would not accept his money.

"Well then, I expect to see you then. Spider-Man, I will have a uniform provided. SP/dr, I will have a cupboard provided, if you really intend to go through with this."

 _"I'm quite determined, sir."_

"Suit yourself." Stark said with a weary shake of his head. "If that's all, I'll be seeing you in another 24 hours.

 **24 Hours Later**

The waiters uniform Stark had found for me didn't really fit me properly, but according to him I didn't stand out particularly, so I could hardly complain. And as an advantage, my height and muscular build meant that most were inclined to be polite when I was serving them. I glanced around briefly at my fellow servers. They were of a variety of heights, and I didn't seem immensely out of place amongst them.

 _"Well, Peter, spotted any potential thieves? (Scronch, Scronch)"_

"No, no one yet who seems to be trying any – are you eating?"

There was a wet chewing sound, and Peni spoke in a distinctly muffled voice. _"Yup. Mr Stark was kind enough to provide some snacks."_

"Why do you get snacks? You're not a guest or member of staff, and you've spent the last hour sitting in a cupboard. What precisely have you done to earn snacks?"

 _"I asked him politely. You might want to try it someday, it works better than you might think. He gave me some comics too."_

" _Comics?_ Why do you get comics?"

 _"Peter, I am sitting in a cupboard, with my Mech in low power mode to avoid attracting attention. I'm going to be staying in here for hours if you do your job properly. If I didn't have something to entertain myself I'd go barking mad!"_

"Why couldn't you just go undercover the normal way? It would be so much easier and simpler."

 _"Well, let me think. Could it be the fact that it's only the gents who get the nice outfits in that job, or could it be that I don't much fancy getting racial abuse from a bunch of rich idiot drunks?"_

Urgh. In all seriousness, I understood why Peni didn't want to go undercover my way. Apart from the issues she had mentioned, it would have meant revealing her identity to Stark, and I wasn't sure that was a good idea. I trusted the man, and I knew he was completely uninterested in matters of race, and fairly understanding about matters of sex, but Peni's age wouldn't be so easily explained. Tony Stark was one of the most brilliant men in the world, and the Iron Man armour had been a great effort on his part. I wasn't sure how he'd react to an eleven year old with better technology in her sit than him. It would certainly raise a lot of questions I didn't really want to answer right now.

I looked around. Assembled around me, I could see various rich folk from various parts of high life. Some were respectable, many were not. Commissioner Stacy was present, though thankfully Gwen was not. I didn't fancy explaining my presence to her. Next to the commissioner was an older man, clean shaven, with a full head of hair that was an odd shade of greyish white that looked almost like metallic silver. I recognised him as Eric Magnus, the New York police's chief of homicide investigations. Unlike Stacy, he wasn't a man I much trusted. I didn't like some of the things I'd heard about the man, like his violent methods, or the often quashed but persistent rumours of corruption that followed him wherever he went.

I was communicating with Peni via some sort of miniaturised communications device inside my ear, which was connected to her Mech's systems by wireless. Very fancy. And probably completely commonplace where she came from. She'd gotten me to wear it so I could keep her up to date with the situation outside her apparently remarkably spacious cupboard. Mostly, we'd been using it to Chat and bicker.

Tony Stark walked over to me, under the pretence of collecting some choice food. "Spotted anything, Mr Parker?"

"Nothing as yet, Mr Stark. Then I frowned, and turned to look at one individual. "Forget that. That guy, is it just me, or is he wearing something odd under his Jacket?" The man had extremely non-descript features, and beneath his suit, I could see another, odder item of clothing. It looked like a white bodysuit."

Stark looked over at the man, and went pale. "Damn" he whispered. "I thought he was dead. That's our man." We went over to him, but as soon as he saw us coming, he turned, and headed out of the door. We ran after him, me pulling my mask out of my jacket pocket and pulling it over my head.

We turned into an empty room, and the man came flying at us, lashing out with a remarkably powerful punch, striking me on the side of the head. I tried to grapple with him, but he slid out from under my hands like an eel. I swung my fist at his chin, but instead he grabbed my hand, pulled me into a lock, and brought his knee up twice, once into my solar plexus, and once into my nether regions. He let me go, and I crumpled to the floor, wheezing in agony.

The thief had removed his jacket and shirt, revealing the white bodysuit beneath. He had put on a pale grey mask, with black eyes, and a trailing white scarf around the neck. As Stark went for him, the figure ducked, wrapped his arms around Stark's waist, and flipped him over, smashing him through an expensive chair. As Stark and I lay on the ground, he got a fair few kicks in at us, to the head and the chest. When we both stopped fighting back, he stopped, and spat onto Stark's chest. Before he turned to leave, he spoke to Stark. "I can't begin to tell you how long I've been waiting to do that." Then he walked out of the door, and headed for Starks office.

As we struggled to our feet, I turned to Stark. "I take it you know this guy? Who is he?"

"He's the Ghost. A notorious thief and spy, big thing for industrial espionage. He'd have been top of my list of potential suspects if I'd known he was still alive, but I'd thrown him off a plane years ago, and I was under the impression people didn't usually survive that."

Well, wasn't that just _dandy._ "SP/dr, can you hear me? Hello?" No response. I put my hand under my mask, and pulled out the earpiece. It had snapped in half under the Ghost's punch.

" _Right_. Stark, which cupboard was my friend in again?"


	11. Chapter 10

**Chapter 10:** ** Sentinel of the Future**

I could see why the Tony Stark adventure stories had been so popular. For starters, every one of them read like a high-class classic pulp story, and those had been popular for a reason. People always liked a good story of ancient mysteries, dashing action heroes and Nazis getting their teeth kicked in. The writer, Virgil Munsey, had had an excellent way with words, so I'd been pretty sad to see his obituary in one of the later ones. The fact that everything in those stories had actually happened, and the photographs included showed this, pushed it into an even higher level of quality.

It was admittedly somewhat creepy how familiar some of the beings Stark had run into over the years were. I actually swore when I spotted MODOK on one of the covers. I mean, how did someone like him even exist in this universe? Everything seems so low-key here. Then again, if something like Fin Fang Foom could exist here, I could imagine just about anything being possible here in some form. Which was something else that creeped me out massively. Why, when things here echoed my universe, were they so obviously different? Why was the Rhino here a primitive mechanical suit, when in my universe he was a purely biological being? There were many other such examples in the pages, and none of them shed any further light on the situation.

The later stories took a somewhat different turn. The new writer was one Pepper Potts, who later on became Tony Stark's wife. The addition of a Mech suit definitely changed the tone somewhat, even ignoring the significant changes in the writing style. There weren't as many of these, and I suspected by this point the magazines had slipped somewhat down the list of priorities. Where previously the main threats had been tied to whatever artefact Star had been after on that particular occasion, the Nazi's had become the dominant threatening force, as indeed they were in real life. Their escapades seemed a great deal more fantastical in this universe than they had been in mine, but no less threatening.

I'd finished those a while ago, though, and I was currently reading issues from Scienti-Fiction magazine. As you can probably guess from the name, this was somewhat lower quality stuff, even by pulp standards. The main story being told in this one was "Sentinels of the Future", which was less enjoyable than the Tony Stark tales for several reasons. For starters, the writing was terrible. The author was one Bolivar Trask, with a scientific background, but no prior history in writing, and it showed. For another, the main theme was of eugenics. The contrast between the dark-skinned, savage, animalistic antagonistic Mutants, and the muscular, blue eyed, blonde haired heroic Sentinels was very uncomfortable. This was not a story that would have been published after the Second World War. Though in its defense, it wasn't nearly as racist as some of the stuff I'd spotted around the city.

But the most uncomfortable thing about the story was that there was stuff in here that I recognized myself. The background of the world the story was set in was in the aftermath of a devastating war started by a mad Egyptian despot named En Sabah Nur. Which was creepy as heck, since En Sabah Nur was one of the most feared figures of my universe. The chaos left behind after his attempt to conquer half the world was the main reason the SP/dr program had been created in the first place. He'd been a superpowered God complexed mass murderer in my universe rather than a tin-pot dictator, but the resemblance was still too close for comfort. The whole Sentinels versus Mutants thing struck a little too close to home as well, especially given this comic treated the Sentinels as the good guys. This was apparently all fictional, which gave me even more of a headache trying to work out the whole dimensional alternate thing.

I put down the comic. Maybe I'd finish the story another time, and see if the end redeemed it, but I'd been wierded out enough for one day. With the comic down, I could get a good look at the inside of my Mech. I have to confess, it wasn't as impressive as the outside. It had been quite a few weeks since I had cleaned it, so there was a lot of assorted detritus lying about. It also had a funny smell, like the kind you get in cars you've owned for more than a decade and have been sick in a few times. The lighting wasn't very impressive, the brightest light being the viewscreen. The walls of the interior were plastered with stickers I'd put up there when I'd first gotten this Mech. What, I'd been _nine_ , I'd had a thing for stickers back then. These days, I'd have painted the pictures on instead.

I pulled out my phone, and started trawling through the old photos. My favourite was the one I used as my background image. I was ten in the photo, so I had some frankly humiliating looking pigtails. When I had my 11th birthday, I'd requested a greater degree of control over my haircut, switched to my current look, and never looked back. The photo was one of me and Mr Murdock on patrol, stopping for a lunch break. I was sitting on top of my Mech, happily chewing away at a cheese sandwich, whilst Mr Murdock picked at a takeaway. That had been a nice evening.

As I quietly reminisced, I heard a commotion outside. Since there was quite a large selection of cupboards large enough to fit me, I'd picked the one closest to the Orichalcum chamber. I wasn't sure if it was important enough to reveal my presence for, (I was trying to be covert) so I released a tracer drone instead. My Aunt May, Mr Octavius and I had spent a month designing these, for when I needed to investigate an area without revealing myself. They had as many sensors and cameras as you cold pack into a robot the size of a coin, multiple legs for clambering about, and small hover motors for limited flight. That they looked like spiders went without saying.

The drone launched out of a concealed panel on our chest, and scuttled out of the cupboard. Predictably, it looked important. The hidden door to the Orichalcum chamber had been forced open, the impressive security features quite effectively bypassed.

 _Unsurprised_

It had to be said, I agreed with SP/dr on this one. If I hadn't expected someone to try something, I'd have stayed at home with Peter's Aunt May. If I kept going out like this, she was gonna get suspicious. Little girls don't get the same degree of independent movement as young men.

Inside the chamber, the mystery figure had moved over to the glass alcove holding the electric lunatic from yesterday. Then I looked closer, and realised the mystery figure wasn't all that mysterious at all. It was the Ghost, a minor enemy from one of the Marvels magazine stories. The story in question had ended with him falling to his apparent death after a pitched battle with Tony Stark atop the wings of a biplane. How he'd gotten out of that one was anyone's guess.

I called the drone back to us, and clambered out of the cupboard as quietly as I could. I heard a noise, and whipped around.

 _Alarm_

Peter and Stark were limping up the hall, and from the look of them had already run into our intruder. Peter was in better shape, looked frankly absurd wearing a cheap waiter's uniform and his mask, and was supporting Stark. I got the feeling Stark wouldn't have made it this far on his own. Without his armour, he was very much only human.

 _"Yeah, guys, I noticed. Sure you're up to this, Stark?"_

He nodded firmly, and the look in his eyes told me he meant it. I got the feeling his sheer stubbornness was the only thing that had stopped him from collapsing of exhaustion a long time ago. We made our way as quietly as we could towards the door, so I was very annoyed to find the Ghost waiting for us with a large pistol. Fortunately, I'd taken the precaution of going first, so the bullet glanced of our chest without any damage.

I lashed out with my arm, but the Ghost spun out of the way, well out of my reach. I tried to come after him, but I had a great deal of difficulty moving about in this environment. There simply wasn't enough room for my Mech to be able to move about properly, and I couldn't keep up with their movements. Peter though had no such problems. He shot his arm out at the Ghost, and sprayed a jet of black webbing at the man, pinning his arm to the wall. He marched over to the man, and grabbed hold of the part of his mask that covered the hair.

 **"Who are you stealing this for, and what's he planning to use it for?"**

"I don't know. We dealt through an intermediary, I never-"

 ** _CRACK!_**

Peter punched him in the face with shocking force. The loud crack of the blow rang out, but the Ghost didn't cry out or indeed react in any noticeable way.

 **"Don't lie. We can do this the easy way, or we can do this the hard way. You will tell me everything I ask, or I'll punch you until you decide to be a little more forthcoming. Don't bother lying, I'll know. Your choi-"**

An arc of electricity lashed out, and struck Peter across the chest. He slammed back into the wall, groaning with smoke rising from his chest. Our Mystery supervillain had clambered out of his alcove, and strode towards us. Stark tried to stop him, but the man stuck out one finger, and a small jet of blue sparks sent Stark sprawling to the floor wheezing. "Not so tough out of your armour, are you?"

The Ghost glared at him, as he cut himself free from Peter's webs with a knife he pulled from his belt. "You took your time. Remember the deal?"

The mystery man shrugged his shoulders. "Just waiting till his guard was down. So do I get the stuff now?"

The Ghost held out his hand. In his fingers was a minute fragment of Orichalcum. When the electric man took it, tiny sparks of white lightning formed around it, and it began to glow with blinding white light. The look of glee on his face was terrifying to see.

 _"OK guys, fun's over."_ I rushed towards them, or at least as fast as you can when the top of your head is scraping against the ceiling. But before I could get near, a blast of white lightning shot out and struck me. This time, the insulation in my armour wasn't up to dealing with the blast, and I got a first-hand experience of how Peter must have felt. The screen of my Mech flushed with static, and I entirely failed to hold in a scream of pain as arcs of electricity ran across my limbs.

 _PAIN_

When the pain stopped, and my eyes started working again, I was sprawled in the corner, and the madman was holding up his fragment of Orichalcum with a frankly disturbing looking level of glee on his face.

"Yes, YES! Oh, I was powerful before, but now? Now I'm stronger than anyone here. Strong enough to deal with anyone who stands in my way. Soon, all those who have hindered me will fall before the might of Electro!"

 _"OK, first of all, did you ever consider any profession other than megalomaniacal supervillain? Because I'm getting the feeling the theatre lost a perfectly good ham. And secondly, is that really the best name you could come up with?"_

Electro howled with indignation, and set off a few more blasts of electricity, but these didn't do as much damage as the first one had. _Evidently strong emotion affects his control over his powers. Annoyance seems to work quite well, which is excellent news for me. Irritation powers activate!_

The Ghost was giving Electro a distinctly dubious look, and was probably re-assessing his decision to let the man join in with this. "Remember the deal, man. You want this stuff, you work with us. You need the money, we need the talent. We'd appreciate it if you saved your gloating for later."

 _"Oh come on, what kind of villain are you! Everyone knows that gloating and dramatic monologues are the best bit! If you're not going to do that, why bother?"_

"SHUT UP!" Wow, these guys did not have a high tolerance for this sort of thing. I guess most heroes around here went for the whole silent and stoic thing. Good thing too, or they might have noticed Peter getting up and sneaking behind the Ghost whilst we bickered. I mean, come on guys, that's one of the oldest tricks in the book!

Peter suddenly lunged forwards, slamming his body into the Ghost's. As they went down tumbling, Electro tried to fire a blast at Peter, but hit the Ghost instead. He wet spinning off into a wall, but he must have had pretty good insulation in his costume, because he sprang to his feet pretty quickly, as he and Peter went at each other. Peter hid harder, and his strikes struck directly at his opponents weak spots, but the ghost was faster and more agile, and had the advantage of a more armoured costume. They spun around each other, lashing out and tearing into each other with horrifying force.

Meanwhile, Stark had grabbed an insulated club from one of the storage alcoves, and was going hand to hand with Electro, striking so hard and so fast that the man didn't have time to us any of his electrical abilities to fight back. Whenever he did manage to muster up a little spark of power, the insulation on Stark's weapon meant that the energy didn't affect him meaningfully. But despite this, Stark wasn't winning. Electro's suit protected him from the full force of the impacts, and Stark was not in any fit state for prolonged combat. Already, Stark's shoulders were beginning to slump, his movements growing sluggish and clumsy.

I tried to move, but my systems were barely working, and my limbs spasmed uncontrollably as I tried to move them. Electro grabbed hold of Starks Club, and wrenched it out of his hands. With a grin, he raised the weapon above his head, and prepared to bring it down on Stark's head. With a muffled howl of effort, I regained control of my left arm, and lashed out with it. I struck Electro across the chest, and he went flying across the room. Meanwhile, Peter and the Ghost had managed to grab each other by the lapels, and were flinging each other against the walls. By an unfortunate twist of fate, the two slammed into the part of the wall where a button was placed. When the button was pressed, the panel holding the Orichalcum lowered. Next to it, Electro looked up, and saw it. He gave me a hateful grin, and reached out with his hands for the metal. Ghost, Stark and Peter all turned to look at him, horrified.

 ** _"DON'T!"_** We screamed in unison. But it was already too late. Before he had any chance to react (and I doubt he would have listened to us even if he had) his hand touched the largest fragment. Suddenly, a thousand arcs of lightning spattered between the chunks of Orichalcum. Before Electro had time to do anything more than widen his eyes, there was a blinding flash of light, a deafening bang, and then silence and darkness as I lost consciousness.

When I woke up, I found that my Mech suit seemed to be working properly again. Apparently the sudden pulse of electromagnetic radiation had reset my systems, so thank you Electro, for being a complete and utter moron. I looked over to where he had been standing. I couldn't be sure, but the foot high pile of grey dust next to the Orichalcum made me come to certain conclusions regarding his survival. Couldn't honestly say I was sorry for him, the guy was a jerk, and a complete idiot.

I looked around the room. From what I could see, the heavy insulation seemed to have done its job, there was no significant damage to any of the walls. Peter and Stark were in vastly better shape than Electro, in that they were still solid, never mind that they were alive. Apparently the real damage from the electricity had been fairly localised, because both of them looked fairly okay. Albeit with some painful looking electrical burns on their exposed skin, and seriously singed clothing.

"Oh, Christ, that hurt. How long have we been out?"

I checked the time on my on-board clock. _"Only 5 minutes."_ I looked around the room. The Ghost had been next to Peter, and he'd been wearing a suit with good insulating properties, so it was unlikely he had been… dispersed as well. But he wasn't in the room. He must have woken up before us! _"Guys, Ghost's gone!"_

Stark cursed, and limped over to the Orichalcum. "Dammit, there's a big chunk missing. And he's probably got the one Electro used too." _Oh Shit. Not good, not good at all!_

 _"Stark, what's the quickest route out of here?"_

"Given the man's acrobatic skills, he'll probably try climbing down the side of the building. Less chance of getting caught that way, even in daylight."

Peter and I followed Stark out of the chamber (After sealing away the Orichalcum) and made for the nearest window. It was rather more open than it had been the last time I was here. It took us an embarrassingly long time to get there, because we could all barely walk. Stark and Peter could barely stand, and my electronics had started playing up again. I was fairly sure my legs were fine (I could move them easily and they didn't hurt very much) so I could have gone on foot, but that would have meant compromising my identity.

As we peered out (or in my case released a drone) we saw the Ghost, clinging to the wall about 4 storeys down. When he saw us, he cursed loudly and imaginatively, and began descending significantly faster than was probably safe.

 _"I'll go after him. I'm the only one here who can climb like that."_ Unfortunately, the electromagnetic webs holding my limbs together took this as an opportunity to fail, and I sprawled to my knees. Stark made an attempt to volunteer, but he looked fit to drop as well.

 **"Since I'm the only one here who can stand, never mind climb, I guess it'll have to be me. Has anyone got any rope? It'll be easier with rope."**

 _"Assuming that it's still working, I might have something for that."_ I checked my web systems. Thankfully, they seemed to be working properly, as they were better insulated. I produced a long, thick line of strong webbing, which I could continue to stretch for as long as I had a sufficient reserve of web fluid in my tank. _"This should do, just tie this end around your waist."_

I lowered Peter out of the window, and he began his descent. With a rope, he was able to go down much faster than the Ghost could. I looked over at Stark briefly. He was slumped over against the wall, and, if the snoring was anything to go by, seemed to have passed out again. Soon Peter caught up with the Ghost, who had managed to climb one storey in the time it had taken Peter to climb five.

Peter lunged at him, lashing out with a kick to the side. The Ghost grabbed hold of a window ledge above him, and pulled himself out of the way of Peter's leg. He pulled out a knife, and went to cut the rope, but even if it had been sharp enough, I pulled Peter up so fast that he could grab the Ghost's knife before he could pull away.

The fight was very one sided. Peter was injured, but so was the Ghost, so he would get no advantage there. And the rope meant that Peter could focus all his attention on the fight, whilst the Ghost had to keep himself attached to the building. Peter thrust out his web-shooters, and pressed the buttons to activate them, but he must have been running low on fluid, because only a few strands came out. As Peter fumbled in his pockets for spare cartridges, the ghost scampered away, out of his reach.

 **"There's no point running. I can move about this building faster than you can, and I can fight on it better than you can. You are coming with me."**

I couldn't see the Ghosts facial expression from this far up, but his body language seemed oddly calm.

"Is that what you think? You're as arrogant as he said you were. Be seeing you, Spider." Before Peter had the time to properly react, the ghost leapt off the side of the building. Was he mad? At this height, the impact with the ground would pulp him! (For the record, I've seen that. Believe it or not, it's even more horrifying than you probably think it is.) Then he pulled out his arms from his sides and-

 _"Oh Hell. Well, that explains the thing with the plane."_

He was wearing a wingsuit. And a very fine wingsuit, of the kind that the 1930's should DEFNITELY NOT HAVE! Gaaahhhh, this was so frustrating! Why did everyone have advanced technology here? Why didn't my 1930's get any of this cool stuff? Did I come from the Dumb Dimension or something?

He glided over to one of the taller buildings nearby. Someone on top was waiting there. I wondered briefly whether he'd been placed there as an observer, or whether the Ghost had called him in for assistance. The Ghost landed next to him. I activated a scanning function on my HUD, to take a closer look at what was going on. When I got a good look at the man the Ghost was with, I froze, with just enough presence of mind to take a picture. The man was nearly 7 feet tall, and muscled like a Greek god on steroids. He wasn't wearing a shirt, so I could see the muscled on his chest, and the strangely metallic looking bronze of his skin. Astonishingly though, this wasn't the most distinctive thing about him. There was a huge black tattoo across his torso, and it told me everything I needed to know about who this was.

They both descended into the building, and I knew that they would be long gone by the time any of us made it over there. When I finished pulling Peter back up, he gave me a weary look. **"You saw him too, I guess. You recognised him?"**

 _"I'm afraid so."_

I called up the picture I had taken. The tattoo was instantly recognisable. It depicted an animal. The body covered the man's chest, its long legs wrapping around his ribcage. The mandibles rested on the top of his belly, the pieces stretched down to grasp his hips, and its tail stretched over his neck, the stinger resting on his left shoulder.

 _"That was the Scorpion. Which means the Ghost was working for Wilson Fisk._ "

 **Tony Stark's Workshop, 1 hour later**

 _"OK, now plug the green wires into the gold sockets. Be careful, I'm not sure the insulation is working properly."_

We'd gotten Tony Stark to a hospital bed, where Mr Jarvis made it quite clear he would be staying for a while. Stark didn't seem very pleased about this, but I doubt he could have gotten out of the bed even if he had wanted to. His injuries were not life-threatening, but they were severe nonetheless.

 _"Thanks, guys, now could you just insert the regulator, then we're done with this limb._

Tony Stark had offered the services of his laboratory to make repairs to my Mech, but since getting out and doing the repairs would have majorly compromised my identity, I'd gotten Jarvis and Peter to do the hands on stuff on the outside of my suit, whilst SP/dr and I performed repairs on the interior.

"So, your design uses electromagnetic repulsion technology in place of mechanical joints? That would massively improve flexibility, but it would be big drain on power, wouldn't it?"

Tony Stark and Jarvis had reached a compromise on the situation. Stark had to stay in bed. There was nothing that said the bed couldn't be in the workshop. After a great deal of requests, I'd agreed to show him some of the technical specifications for my suit. It wasn't my 1930's after all, so there was no real danger of corrupting the timelines, and Stark seemed trustworthy.

 _"That's not a problem if you've got enough power. An Atomic Storm Drive produces a lot of power. It does mean the Mech tends to fall apart if the power goes out, but you've got bigger problems if that happens. Plus, it gives you a massively variable form, so you can deal with all sorts of situations."_

For the record, the whole "I'm from another dimension" thing had already come out. Stark wasn't stupid, and an incredibly advanced Mech popping up just after a dimensional rift had opened had seemed like a bit too much of a coincidence. I hadn't shown him my identity, just told him it wasn't something I wanted people to see. I imagine he probably thought I was some sort of blob monster from the way I went on about it. I just like the way he expected me, and I was worried that might change if he saw how old I really was.

"Good point. If you want, we could perform an overhaul, wire in some Orichalcum and improve the energy efficiency in this thing."

 _"Thanks for the offer, but we're kind of busy right now. If I'm not using this for a while, I'll let you know. By the way, what do you think of my security proposals?"_

"Oh, splendid, though they might take some time to install. I particularly like the concealed dart launchers, very nice. I explored an Incan temple with something like that, you know. Never did find out how it worked, which was a shame."

 _"Ohhh, I remember that one from your comics. It was where I got the idea actually!"_

 _Focus_

 _"Right, yes, sorry, must focus. Just need to connect the graphene shell to the Storm Drive, then we're good to go!"_

Jarvis and Peter dutifully complied, and with a loud hiss, the HUD flickered onto the viewscreen, and this time there were no worrying blurs of Static. Access to proper resources had done wonders for the quality of self-repair. I stood up with glee, my arms at my sides in the traditional heroic pose. _"Thank you, Mr Stark, Mr Jarvis! Me and Peter should probably be off now. Call me if you need any help with the security proposals. Tell Mr Rhodes I said Hi"_

We Turned to go, but Stark called after us. "Just a moment! I haven't paid you yet!"

 **"Stark, the Orichalcum is still out there. The jobs not done yet."**

"You've done more than enough to earn this, Mr Parker. Now stop complaining and let me pay you."

 **Outside, 20 Minutes Later**

We walked quietly over the rooftops, heading back to Peter's office. _"So, we know that it's Fisk who's bankrolling Mysterio. Where do we go to find him?"_

"No idea, I'm afraid. I never found out where his main base was, or I'd have targeted it years ago. There's only one man who might know more about it than me. A guy from Hell's Kitchen who has good reason to hate Fisk. If he doesn't know, there's only one other man I could turn to, and he hates me."

 _"OK. That can wait, right? I think we promised to stay in tomorrow, to help Aunt May with some big event. Wasn't your friend Robbie going to turn up?"_

"Good lord, I'd nearly forgotten. Shouldn't be too much of a problem, the man I want to meet mainly works at night. So tomorrow, we do the big speech, go to the restaurant at last, maybe bring Robbie along if he's not too busy, then set off to meet the Devil in the darkness. Should be fine."


	12. Chapter 11

**Chapter 11: Devils in the Darkness**

 **Bowery Welfare Centre**

It wasn't fine. It wasn't fine at all.

 _ **"GET DOWN, GRANDMA! NO COMMUNISM IN AMERICA!"**_

I remembered some of those shouts all too well. Back when the Goblin ran crime in the city, he'd really doubled down on getting rid of people who said that the rich were corrupt. Mainly because, thanks to him, most of them were. He'd gotten people to protest at the welfare centre, and paid people to disrupt Aunt May and Uncle Ben's speeches. Of course, there were always a few people who really hated us. Not sure how a policy of helping people who need it where you can and holding people with more money to the same standards as the rest of us equated to the stuff that went on in Russia, but these people did seem a little short on sense.

Most of the people in the crowd weren't part of the protests. After all, giving people free food earns some goodwill no matter how many controversial political speeches you give. Indeed, there were quite a few people in the crowd who were giving the protestors very dirty looks. But ultimately, none of them seemed willing to challenge the protestors, so it was the angry voices alone that came from the crowds.

The depressing thing was how many of the people protesting were poor. I understood why rich people wouldn't like it. Protecting their interests at the cost of everyone else was what had gotten most of them rich in the first place. But why would people who stood to benefit the most from this complain at the giving of charity? I had long since come to the conclusion that people were, by and large, completely brainless, but it was still sad to see.

They had been at their worst about the same time I got my powers, when the Goblin had actually sent out his Enforcers to disrupt and outright attack us.

When he sent the Vulture after Uncle Ben.

After the Goblin died, the protesting almost completely went away, and Roosevelt's election meant everyone's feeling on politics were more hopeful. For a while, Aunt May's speeches felt safe. But by now, new crime bosses had come in, and they weren't any keener on us than Osborne had been.

I wondered how many of the men shouting at us were in the employ of Wilson Fisk. I knew some of them had to be.

I looked around at the group Aunt May had called in for the speech. Mary Jane and me had been obvious choices, and Carver and Robbie Robertson had volunteered as well. That meant they had gotten a lot of racial slurs hurled at them, but they were used to that, and it only made Robbie more determined to stand against them. He was far more committed and radical than his father in politics. I rather suspected Aunt May and Uncle Ben's attitude had rubbed off on him.

Peni was standing next to me. In the increasingly likely event that the situation would turn violent, Mary Jane and I would get her out of here, whilst Carver and Robbie would do the same for Aunt May. I was more worried about Aunt May, given how frail she was getting. Carver wasn't as healthy as he had been either. Peni could look after herself pretty well even outside her Mech, Mary Jane could hit pretty damn hard for a rich dame (apparently her Aunt had strong opinions on self-defence) and my ability to fight went without saying. Even so, I didn't like the look of that crowd. I'd never fought that many people before, and I didn't have my web-shooters either. Add the necessity to hide my skills, and I was pretty sure we'd be hard pressed to escape the fight, never mind win it.

Aunt May was trying to give a speech about the oppression of the masses. "Now that Mr Roosevelt has gotten into the White House, everyone thinks that things are going to get better. But let me remind you, those bills he passed to protect home owners and stabilise the economy have protected the rich and powerful far more than the rest of us! The common man on the street, all those without homes and livelihoods have gained nothing, whilst the people who got us into this mess have been given more support than they deserve."

Somehow, I got the feeling that most of the mob weren't listening. They just kept shouting, over and over, in the standard manner of people who don't really know what they're talking about but think they can compensate by talking more loudly. I didn't especially care if they agreed with any of the points. Carver didn't, he'd been very impressed with Roosevelt's conduct thus far, especially for a Democrat. I would quite like them not to attack us for saying something they didn't agree with, though. Judging by they were surging forward, I wouldn't be getting what I wanted today.

One particularly determined soul pushed forwards to the front of the crowd, screaming angrily about how 'anyone who isn't happy with how we do things in America should go off to Russia'.

"You know", I said in my most reasonable voice, "The last person who said that at one of these turned out to be working for the Goblin. Funny that. I mean, gosh, it's almost as if someone's taking advantage of your fear of the Russians to make you act against your own best interests!"

For some strange reason, the man was not especially convinced by my argument. In fact, it only seemed to make him angrier. I felt very glad about the fences we had put up in case of this very eventuality. Of course, they were a worrying distance behind us, and I wasn't sure how fast we could get to them if this situation turned ugly.

Then the man turned towards Peni, and his expression switched to a deeply unpleasant and worrying leer. "Guess I shouldn't be surprised that you'd have some Chink half-breed about." The man wasn't as tall as me, but he still towered over Peni and she looked as scared as I had ever seen her. But she met his gaze, and spoke quietly.

"I'm Japanese, not Chinese. Pretty big difference last time I checked, dumb-ass."

The man reacted about as well to being insulted by a half-breed girl not much more than half his height about as well as you'd expect. He came towards her with a raised fist. Before I had time to think about what I was doing, I had lashed out with a punch to the man's chest. It was a very poor punch, and from anyone else, it would have probably done more damage to the person punching than the person being punched. It hurt me a lot, but the crack of bone told me it had broken one of the man's ribs. He fell over backwards with a howl of pain.

Deciding to press my advantage, I raised my arms threateningly. " _Go near my sister again, and the next one goes for your face"_ , I hissed at him. Peni, showing far more sense than me, was rapidly backing up, trying to hide behind me. Given our size difference, it was probably working.

The man stared up at me, his expression a curious mixture of pain, confusion and anger. As I looked at him, I couldn't help but wonder why everything had suddenly gone so quiet. I looked towards the crowd. They were staring at me, and the man I had struck after he got close to me. Their faces looked shocked, but were rapidly changing to anger. " _Oh Hell_ ", I moaned quietly.

It was at this point that things went to shit.

The people in the crowd who had been shouting at us came surging forwards, screaming and yelling in full-on Angry Mob mode. It looked like my scuffle with the _charming_ man who had been so rude had set them off.

 _ **"THANKYOUFORLISTENINGEVERYBODYGUYSITHINKITSTIMETOGO!",**_ I hollered at top of my lungs, and made frantic 'Run for it!' motions with my hands. They reacted with impressive speed, especially given how old Carver and Aunt May were. The crowd had a big head start though, and they had nearly caught up with us by the time we got to the fence. Carver and Aunt May managed to get inside, but Robbie had to shut the door to stop the crowd getting in, and we were trapped outside.

We formed a semicircle against the fence, some distance away from the door. Peni was the closest to the fence, with me, Mary Jane and Robbie around her.

 _Shit. Shit shit shit._ I turned back towards the crowd. Most of them had backed off looking distinctly alarmed. In a few places, scuffles had already broken out between the people in the crowd who were probably on our side, and the ones who definitely were not. Even with some of their number delayed, we were still dangerously outnumbered; at least 10 times as many of them as there were of us.

I turned back to the fence, to face Carver and Aunt May. Carver was supporting her, since she was still recovering from the mad dash to the fence. "Call the police. Quickly, we don't have much time" I whispered to them. Carver Looked like he was on the verge of panic, but he nodded firmly, and he and Aunt May turned and went into the centre as fast as they could.

The mob of angry people was now heading towards us. But fortunately, so were a few others who looked a lot friendlier. I nodded towards one older man who looked vaguely familiar, wearing a tattered grey coat lined with old newspapers, who had apparently decided it was worthwhile standing with us. "Thank's for the help, sir", I said politely to him. I wasn't sure how helpful he would be, given his advanced age, and that he looked to be blind in one eye, but I was grateful nonetheless.

He snorted. "Seems the decent thing to do, kid. Besides, where else am I going to get any decent food in this city?" Despite his age, his voice was still strong, with a faint accent that might have been Danish, though his English was impeccable.

I turned towards the man at the front of the angry mob. We were still outnumbered, but not quite as hilariously so as we had been earlier. Still, probably best if I tried dealing with this without violence. "Gentlemen, I'm sure we can sort this out like rational adults. How about we just talk this out?"

The man at the front of the mob made an exaggerated gesture that I assumed was supposed to make it look like he was considering things. "Hmm, let me think… Nah!" He lunged forwards with a punch to my head.

I span out of the way as fast as I could, grabbing hold of his arm. I used his own momentum to force him into a lock, and then kicked him in the side of the knee as hard as I could. His leg bent in a way that human legs are not meant to bend, and he sprawled to the ground, howling with agony. "Oh, suit yourself", I muttered, raising my fists whilst I switched to a defensive stance, as the mob came towards us.

The resulting scuffle was a full on brawl, verging on a small riot, and it was hard to keep track of everything. Punches and kicks came at me from every direction, and I couldn't focus on anything in case I got distracted and had my head split open. I did quite well, obviously. Beating up hordes of criminals without serious injury to myself was basically my entire job, and even without access to my web-shooters I held my own very well.

I fought the way I found easiest, as a brawler, moving the minimal amount to qualify as dodging a punch, and lashing out with fast and powerful blows with my hands. The people I was fighting barely stood a chance. None of them really knew what they were doing with their fists.

Around me, I could see brief glimpses of how the others were getting on. Robbie was holding his own fairly well. As a Negro kid growing up in New York, he'd had to learn how to fight to survive. He was mainly focusing on avoiding being hit rather than hitting his opponents, but he did some pretty good damage as well. But like me, he was on his own, and unlike me, he didn't have peak human strength to rely on.

Mary Jane and Peni were part of a large group of people who had backed up against the fence. The old man from earlier was there, and he was showing an impressive amount of fighting prowess for his age.

Mary Jane wasn't doing as well as others, but she was hardly defenceless. She had managed to get one of the men she was fighting into an arm-lock, and the two were wrestling for control.

Peni, meanwhile, was doing surprisingly well. I'd known she knew a fair bit about fighting even outside of Mech suits, but it was still astonishing to see. She had somehow managed to climb up onto the back of her opponent, and had wrapped him in a headlock with one arm, and was clawing at his face with the other, going pretty viciously for the eyes. He was understandably howling with pain, and flailing about trying to get her off. He reached up with the arm Peni hadn't managed to pin to his sides with her legs, and started grabbing at her, trying to pull her off, as he shook his shoulders like a wet dog. She responded by biting his ear, hard enough to draw blood. He screamed with fury, and flung himself backwards into the ground. The impact was hard enough to dislodge Peni, and she crawled away wheezing for breath, as the man limped after her.

I began to head after her, moving as fast as I could through the crowd. One man came at me with a knife, but I grabbed hold of his arm, twisted so he dropped the knife, grabbed it, and stabbed the blade into his hand. As he collapsed screaming with pain, I moved forwards, toward Peni.

The man was trying to kick her while she was on the floor, but she was moving about fast enough to dodge the worst of his attacks. Even so, her left arm looked like it would have some nasty bruises in the morning, and there was a nasty gash in her left leg. Her assailant was about to bring his boot down on Peni's wrist when I arrived behind him, and wrapped my left arm around his throat. "Well, mister", I growled in his ear as he struggled to break free of my grip, "You seem pretty good at beating up kids. Let's see how good you are with adults".

"I wouldn't say he was _that_ good at beating up kids" Peni muttered quietly. There was some blood in her mouth, but I couldn't tell if it was hers or his.

I flipped the man over my shoulder and slammed him into the ground. He was a vicious son of a bitch, who made up for his lack of skill or co-ordination in his fighting with a kind of frenzied ferocity. He was kicking and kneeing me as best he could from his position, and clawing at my face with his hands, trying to put out my eyes. I didn't really have any opportunity to attack back, I was having to put so much effort into defending myself from his attacks.

Then, he suddenly froze, his flailing limbs locked into place. His face went pale, and a quiet, keening wail slowly came from his throat. He slumped to the ground, limbs flopping limply, whimpering quietly. I looked down, and pretty quickly spotted the likely cause. Peni, or to be more precise, Peni's right knee, which was raised in a way that gave a fairly good idea of what had just happened. The way the man clutched pitifully at his nether regions all but confirmed it.

"You couldn't have done that earlier?", I asked her.

She glared at me.

"All right, maybe not the best time for jokes. Are you all right?"

She clambered to her feet. As she raised her left knee, she muttered a string of words under her breath. I only understood about half of them, but none of them sounded terribly polite. The hem of her dress was torn and tattered, and her left leg had a lot of blood on it, but she stood steady on her feet.

"I'll be all right. I've had worse."

I nodded, and turned around.

It was just chaotic. Except where I could spot people who worked at the welfare centre, it was almost impossible to tell which side was which. The conflict had degenerated into a riot. I wondered how many of the people fighting had even had an opinion on the initial conflict to begin with, and how many had just been swept up in the maddened rout, and just started lashing out at each other. Riots tended to be self-perpetuating in that way.

Peni and I ran over to where Robbie and Mary-Jane had backed up against the fence. The old man from earlier was with them. Robbie was in a bad way. One of his eyes had swollen shut, his shirt was torn open, letting me see a number of small wounds across his torso, and he was cradling his right arm to his chest. He was sitting on the ground with his back resting against the fence. Mary-Jane was in a better state; although her dress was torn in several places, I couldn't spot any injuries more serious than a cut lip. But the old man looked virtually unharmed. I couldn't spot any injuries, and his clothes were so threadbare and tattered anyway I couldn't tell if they had been damaged or not.

"Robbie, are you all right?", I asked. He gave me an incredulous look.

"Does it look…like I'm all right…to you?" His voice was low and raspy, and he had to pause for breath fairly frequently while speaking, but in all honesty he sounded better than I had expected.

"All right, how urgently do you need medical attention?"

The old man looked at him. "The bruise on his eye could use something cold to reduce the swelling, and you might want to take a look at some of those cuts, but I don't think there's much to worry about there. Not sure about that arm though. It's not broken, but I think there might be a fracture."

I stared at the old man. "You seem to know a lot about medicine."

He shrugged. "When I was younger, I was a soldier. I picked up some tricks on the battlefield, and often it was as important to keep someone alive as it was to kill them. I don't have any degrees if that's what you're asking, but I know a fair bit about keeping people alive." He turned to Peni. "Speaking of which, we should probably get something for your leg, young lady.

Oh, thank god for that. I had been seriously worried about Robbie. He wasn't looking his best, and I didn't think we would have much luck getting him medical attention in the middle of a riot.

Speaking of which, that riot seemed an awful lot calmer now. There was a lot less noise, and people were abandoning their fights, and turning their attention to something heading our way. And in the sudden quiet, I could hear the familiar drone of police sirens.

And as if by magic, nearly the whole crowd of people immediately turned and fled the area, leaving behind only the people too badly injured to run. Some of the police cars changed direction to follow the fleeing crowd. I doubted they'd catch many of them though. Once the crowd scattered into the streets of the city, it would become impossible to tell who had been at the scene and who hadn't. The rest of the cars pulled in in front of us.

To my immeasurable relief, I recognized the man who climbed out of the lead car as Commissioner Stacy. I wasn't sure how far I trusted the police to be impartial. Between basic prejudice and outright corruption there was a lot that could make the police arriving here very problematic. But everything I had seen of the Commissioner gave me good reason to trust him.

The man in question came over to us. "I don't suppose anyone here could tell me what happened here? My daughter works here, and she was the one who called us in, but she couldn't really say what was going on, other than that a fight had broken out, and that people were attacking the welfare centre staff outside. Further details would be very welcome."

I got up from Robbie's side, and spoke to the man. I hoped my voice wouldn't sound too familiar. "My aunt was giving a speech. A fairly socialist speech. Apparently a lot of people didn't like that." I took in a deep breath. I should be honest about it. It could cause a lot of trouble if I didn't bring up all the important details. "That being said, their protests were initially non-violent. I threw the first punch."

Commissioner Stacy gave me an odd look, but the was nothing accusing in his voice when he spoke. "Any particular reason for that, son?"

"The man I attacked was behaving in a threatening manner towards my sister." I gestured to Peni. She and Mary-Jane were helping the old man apply some makeshift bandages (torn strips from their clothing) to Robbie's chest. Peni herself had one around her leg. With the blood wiped away, the cut didn't look so bad. She looked up as we spoke, and blinked with surprise when she saw the commissioner.

The man stared at us both, briefly raising his eyebrow when he saw Peni's face, and then shrugged. "Sounds fair enough to me, kid. Best to try and avoid violence when you can, though."

"I did try to talk them down afterwards. They weren't in any mood to listen, though."

He nodded. "I don't think there's much chance you'll have any charges put against you. Self-defence or the defence of others counts as a justifiable reason for certain amounts of violence. I'll need to take some statements, and I'd like to talk to whoever's in charge here. I should warn you, I doubt we'll find many of the people involved in this. You're going to need to be careful in future."

I heard a noise behind me. I turned to see Aunt May, Carver and Gwen come out through the gate. Carver immediately rushed over to his son, looking very worried, Gwen went to talk with her father, and Aunt May bent down and pulled Peni into a strong hug.

She moaned. "Owww… Aunt May, lots of bruises here."

Aunt May's hug loosened, but she didn't let go. "Oh Peni, are you all right? You must have been so scared - Oh! Your leg!"

Peni rubbed at the makeshift bandage idly. "It's not as bad as it looks, honest. Mr… I'm so sorry, what was your name? I don't think you ever said?"

The old man smiled a gap-toothed grin. "My name is Axel Grimnir, little lady."

Peni nodded and smiled faintly back. "Right, Mr Grimnir fixed it up really well."

Aunt May looked sceptical, but there was a clear look of gratitude on her face when she turned to face Grimnir. "Thank you for helping my Niece, Mr Grimnir."

The old man shrugged. "You, your family, your friends, they have helped me a great deal. You showed me compassion where others showed me contempt. You gave me food when you must have been short on it yourself. It would have been the height of ingratitude not to help you."

Aunt May smiled at him politely, then turned to me. I sighed. "I'm sorry, Aunt May. I started this. They wouldn't have gotten hurt if-"

"Peter," said Aunt May Gently, "This wasn't your fault. Those men were waiting for an excuse to turn violent. Something would have set them off eventually. And while I can't say I approve of you striking that man, there are far worse reasons to do that than to protect your sister."

I sighed. Aunt May smiled gently, then leaned forwards, and pulled me into her embrace. There had been a time when we could have rested our heads on each other's shoulders, but now her face only reached my chest. I felt a gentle pressure around my waist, which I realised had to be Peni joining in.

This… this was nice.

As we broke away, I could hear Gwen talking to her father. "But if it's making people so angry, then maybe it should stop. And it does sound, well, communist."

Commissioner Stacy sighed. "Gwen, that's not the point. Even if that were true, you can't let angry mobs on the street decide what people can and can't say. The country couldn't function if you let every street thug stop people from speaking their mind." He turned to face Aunt May. "Mrs Parker, it's up to you whether you want to continue this. But I have to warn you, I cannot guarantee your safety if you do."

I glanced at Aunt May. Her expression was pained, more pained than I had seen it in a very long time. She turned to look at Peni, and said quietly "I'll have to think about it."

Commissioner Stacy nodded. "Take your time." He turned Gwen. "Do you want a ride home, or can you make it on your own?"

"I… I think I can make it home on my own, Papa."

He nodded, and gave his daughter a quick hug, before she turned to head home. He turned back to us. "I need to deal with the people we've actually managed to arrest. I'll be back later to get some statements."

I nodded. "Thank you, sir. If there is anything we can do to help, please ask."

A brief look of puzzlement passed across his face, and then he smiled. "Thank you. Take care, Mr Parker. I suppose I'll be seeing you around." He turned, and walked away.

 _Oh, boy. Well, I suppose there wasn't really any way to avoid that without being rude._

I turned to Robbie. Mr Grimnir had managed to construct a crude sling from bits of cloth, and had tied Robbie's arm across his chest. Further bandages criss-crossed his torso, covering up his wounds. Carver and Mary-Jane were helping him stand, but he was looking better already. "I suppose the restaurant trip isn't really an option?" I asked sadly.

"Definitely not", said Grimnir firmly. "What he needs is some proper medical attention. We need to make sure none of those cuts get infected. That goes for you too, Miss Parker. Some bed rest would be good as well."

Robbing smiled ruefully. "Guess that restaurant trip's going to have to wait."

"All right", I sighed. "Let's get some proper medical attention."

 **One Week Later**

 _"Is this the place he said?"_ Peni asked.

Peni had spent the night in a local hospital while she got stitches for the cut on her leg. Robbie meanwhile had only left last night. In the end, Aunt May had decided to continue the speeches, but Peni was no longer allowed to attend. Too much danger that she would get hurt really badly if another riot kicked off. Aunt May hadn't let her out of the house until tonight. Which was why we were finally meeting the man I'd contacted just before we went to that speech last week.

"This is the place he told me to come if I needed to contact him. Admittedly, that was quite a long time ago, and we haven't spoken since, but I'm assuming he hasn't forgotten."

Of all the people I knew in the city, the Devil of Hell's Kitchen was probably my best hope of getting a lead on where Fisk had set up his headquarters. I hated Fisk for what he was, but with this guy? It was personal. The only option for someone more obsessed with the Kingpin was the Punisher, and to be perfectly frank, I didn't trust that guy not to shoot me on sight after our last encounter. The horn-head might be a naive, sanctimonious prick, and we weren't exactly on the best terms, but I could definitely trust him not to murder me. He took no-killing way more seriously than me, and I liked to think I wasn't too happy about killing myself.

 _"Do you know who he is? Under the mask I mean?"_

I shook my head. "He never offered to share. I don't think he knows who I am either. Mind you, given what he can do, it's hard to be sure."

 _"What can he do?"_

"He never actually told me, but I'm almost certain he's blind. His mask doesn't have eye-holes, and he never reacts to changes in light levels. His other senses are all really strong though, apparently he can hear people's heartbeats so well that he can tell when they're lying. Plus, he's got some really impressive acrobatic skills, and he can fight better than I can, considering how much stronger I am than him.

 _"…what?"_

I frowned. I'd never heard Peni sound like this before. She sounded shocked, and… upset? Afraid? I honestly wasn't sure.

Before I could ask her what was wrong, I heard a faint whistle, and a quiet thud from behind us. We turned, and I heard Peni gasp. _"Oh God"_

The man standing behind us was shorter than I was, but nearly as heavily built. He wore a simple outfit that wouldn't have looked out of place in the acrobatic parts of a circus. Plain black trousers, a sleeveless red shirt, red gloves, and red boots. The only unusual things about his attire were the double Ds on his chest, and his mask. The mask was bright red, and covered the top of his head. There were no holes for his eyes, and a large pair of curling red horns sprouted from the forehead of the mask.

"Well, Spider-Man?", asked the Daredevil. "This is the first time _you've_ come to _me_."

"What is it you want?"

 **Authors Note:**  
 _Well, I'm back. This chapter was_ ** _hard._** _Seriously, I've been working on it on and off for nearly_ ** _six damn months!_** _What's worse is that I wrote more than half of this in one night. Still, for what its worth, its out now, and I'm reasonably sure that there wont be nearly such a large gap between chapters in the course, I've said that before. Just have to hope that people still remember this. Hope you all like the new chapter._


	13. Chapter 12

**Chapter 12:** **Old Friends**

 **The Triskelion, Peni's Universe, 2 years earlier**

I ran along the length of the steel beam, my balance kept almost perfectly. I looked up, and reached up, grabbing hold of a metal beam, swinging from it like a gibbon. I grabbed hold of the next, and then used the momentum from my swing to launch myself into a jump. As I leapt, I stretched out my arms, my fingers wrapping around the rope-line. I swung through the air, angling my body so as to maximise my momentum and increase the distance of my swing. But as I reached out to repeat the manoeuvre, I fumbled, and the next rope-line slid through my fingers. With a panicked yell, I plummeted back to earth in a tangle of flailing limbs.

The crash mats below cushioned my fall fairly well, but the force of the impact still drove the air from my lungs. "AAAHHH!"

Incidentally, I don't know who designed these crash mats, but I hope SHIELD fired them, because that fall really, really hurt.

"Peni! Are you alright?"

Mr Murdock came running over. I'd first met him a few weeks earlier, when my… when my parents… when SHIELD said they needed me for the SP/dr programme. He was my instructor in the physical parts of piloting, particularly combat. It was his job to get me fit enough to deal with the physical requirements of piloting, and teach me the skills needed to fight, martial arts and stuff.

Of course, there was one other thing he had to teach me. The SP/dr suit moved about the city by swinging on lines of synthetic silk that acted as disposable grappling hooks. And this was rather hard to replicate outside the suit, due to the size of the tank needed for the web-fluid. And since teaching me whilst in the suit would be both difficult and dangerous at this stage, they had set up this crude simulation in one of the Triskelion's gyms. It wasn't perfect, but it was (apparently) reasonably safe.

From the feeling in my ribs, I could already tell that I disagreed with the last part.

"No, I really hurt! Who designed these crash mats?"

He sighed and came over. "There's only so much even the best crash mats can do, Peni." He kneeled down next to me. "Where does it hurt, exactly?"

"Over here" I moaned, waving my hand over my ribs. Then I remembered that Mr Murdock was blind. "Oh – I – sorry sir, its – "

He smiled and raised his hands. "It's all right, Peni. I could tell where you meant." He placed his hands on the ribs I'd gestured to. He frowned, his face taking on expression of intense focus. Then, after about five seconds, he relaxed and removed his hands. He smiled gently. "No bones broken, which is impressive for a fall from that height. You're going to have some bruises tomorrow though."

I clambered to my feet slowly, wincing with pain as I bumped my ribs. I wasn't sure if Mr Murdock could somehow read my facial expressions, or whether I was making noises of pain, but he must have noticed something. His expression shifted to concern. "Peni, if it hurts that much, we can stop for today."

I shook my head hard. "Uhhh, n – no sir, I – I'm fine, really." In hindsight, this was a truly awful idea. I hadn't done myself much damage from the fall, and it would heal up soon enough. But extra exertion might well make it much worse, and do me some real harm. Missing the last half hour of a training session would hardly make enough of a difference to warrant the risk. But I was nine years old, a few months shy of ten. Under the circumstances, the last thing I wanted was to be seen as a baby who couldn't take a bit of pain.

Mr Murdock sighed, and looked down at his feet. His face looked really sad, but I wasn't sure why. "If you insist. But we'll be sticking with theoretical stuff for the rest of the session. And that", he said firmly as I opened my mouth to protest, "Is an order, Peni"

I gave the most mockingly exaggerated salute I could manage, and stuck out my tongue. That made him smile.

He gestured to the bench at the edge of the gym, and we went over to it, and sat down. Mr Murdock reached over to one side to his bag, and gathered some paperwork, largely written in braille. He wasn't a tall man, about 5'9, but he still towered over me. He was well built – not in the heavy set way of a body builder, but lithe and sleek, like a professional runner or swimmer, or maybe a gymnast. His hair was short and a brilliant shade of red that looked far too bright to be natural. I'd never managed to work up the courage to ask if he dyed it. He wore a pair of sleek and stylish red sunglasses which hugged tight to his face, showing no bare skin. The lenses were a deep, metallic red. He wore red running shorts, and a white sports shirt, emblazoned with the words "No, I'm not Cyclops" in bold red letters.

As for myself? I was a tiny slip of a girl, small even for my age. My long hair was tied back in a ponytail. Aunt May and Uncle Ben told me I'd probably have to get it cut soon. Long hair and Mecha suits apparently didn't mix too well, and given the amount of combat missions I would have to be doing, long hair would be a liability. I felt sad about that. I'd never been much of a girly girl, always happier running about in the backyard, playing video games at the Total Immersion Arcades, or watching old scary movies (that I was probably too young to see) with my mom. But even so, I'd liked having long hair. Then again, it wasn't even close to being my biggest problem at the moment.

SP/dr scuttled down from his perch on the wall.

 _Sadness?_

Ah. I guess the little guy had been picking up my bad thoughts. I reached out my hand to him, and he clambered onto my arm, chirping quietly. I tried my best to think happy thoughts, and smiled at him. _Don't worry, I'm fine. Just making a fuss about nothing._

 _Suspicion_

Oh, who was I fooling? _Certainly not him._ I looked over to Mr Murdoch. I really wanted to ask him for advice, but he looked busy browsing through those files. He wouldn't want some kid butting in while he was busy. But when he noticed me looking, he smiled reassuringly, and spoke. "Something on your mind, Peni?"

I swallowed, and stammered "N – no, sir, it – it's nothing. Nothing worth bothering you over."

He raised a sceptical looking eyebrow. "Really? Cause you looked to me like you wanted to ask me something."

"I – I mean, it's nothing worth bothering you about, sir, you're clearly busy…"

He closed the file he'd been looking at, and put it down on the bench beside him. "Nonsense. If it's bothering you this much, then we should talk about it. It won't get any less important if we avoid discussing it. And you don't need to call me sir, Peni. There's enough unnecessary formality in this place as it is."

"But si – I mean, mean, Mr Murdock, you're clearly busy, it's not worth you wasting your time…"

He snorted. "Kid, do you think I like paperwork? No one likes paperwork. We all pretend that it's some vitally essential thing that people have to bring into their lives to be happy, but deep down, we all hate it too. Even if what you have to say is as unimportant as you say – and I doubt it – it's still better than dealing with all this nonsense. I've no idea why they thought it was time well spent making sure I could read this, it's all either pointless or stuff I already know."

I tried not to laugh, but a few giggles still came out anyway. Then I remembered what it was I wanted to say. I was very nervous. What if he got upset by what I wanted to say, what if I said the wrong thing, what if-

I shook my head firmly. He wanted to hear what I had to say, and I couldn't avoid that now, and worrying about what ifs would only make it worse. I swallowed, and asked him. "Do you think that I can do this? Pilot the Mech, I mean?"

He gave me a puzzled frown. "Peni, we know you can. You wouldn't have been able to bond with SP/dr if you weren't compatible.

I shivered. I remembered that all too well. It was a few months ago, the same night my parents… the night they needed a new pilot for the SP/dr Programme. I'd been a mess. I had been watching the event on TV at home, so when it all happened, I'd gotten a front row seat to the results. Before I'd remotely had time to deal with any of that, a bunch of Men In Black had come in, telling me that SHIELD needed me. I was taken God knows where, in a black van, with a bunch of masked strangers with guns, barely a day after I'd seen… well, by the time I arrived at the Triskelion for the first time, I was in a very poor state indeed.

Aunt May And Uncle Ben, the two relatives I barely knew, and barely know better now, explained everything. They gave me a choice to refuse, but in the state I was in, I was barely able to make a decision at all, and I agreed. One SP/dr bite to the back of the neck later, and I was inducted into the programme, and I gained a friend. SP/dr was pretty much the only reason I hadn't broken down completely. He was always there when I needed comfort, and his quiet voice in the back of my head always made me feel just a little bit less alone.

"That's not what I'm talking about, Mr Murdock. Do – do you think I'm good enough? Because we've been training for months now, and I'm not getting any better. I need to do this, but I don't know if I'm good enough.

If I thought he'd looked sad earlier, it was nothing compared to how sad he looked now. I'd never seen anyone look that sad before, except for Uncle Ben the night I bonded with SP/dr. Mr Murdock breathed in deeply, then turned to me, and spoke gently. "Peni, did I ever tell you how I got into this job?"

I frowned, puzzled by the sudden change in subject. "I don't know, I kinda just assumed you took the job cause you wanted to do it."

He snorted derisively. "Are you kidding? I never wanted to work for the security services! The thought never even crossed my mind! My whole life, there was only one thing I ever wanted. I spent my whole life working towards it. More than anything else, I wanted to be a lawyer."

My mouth fell open so wide it probably looked like I was trying to imitate a goldfish. "You – but – how?" I don't know if it was my expression or my confused babbling, but Mr Murdock burst out laughing.

"I swear, the cockroach people of the nuclear hellscape will probably still be telling evil lawyer jokes. When I said I wanted to be a lawyer, it wasn't about the money or anything like that. It was because I believed in justice, and the legal system, and I wanted to do whatever I could to make the world a better place."

"I was a stringy little runner bean of a boy, with my nose always stuck in a book, so I never imagined I could join the police or something like that. But I read and I watched more courtroom dramas than were good for me, and when I visited our local library, I found the collected journals of Jennifer Walters, one of the first lawyers to specialize in superpowered cases. I honestly can't remember when I decided to become a lawyer myself, by the time I was making active efforts towards becoming one, it felt like it was something I always wanted to do. I got good grades in school, and I applied for a degree in Law. It was all going perfectly."

He paused, and a grim look came across his face. "Then everything went wrong."

He didn't say anything for a while. "Mr Murdock?" I asked quietly "Are you sure you want to talk about this?" Even to a nine year-old, it was pretty obvious that he didn't. But he shook his head and smiled, though this time it was noticeably forced.

"It's fine, kid, really. It was a long time ago." He shook his head, breathed out heavily, and continued. "The first thing I noticed was when my vision started to go bad. I didn't think much of it at first, my mom needed glasses when she was my age, so I assumed it was just that. But no matter what glasses we got, my vision didn't get any better."

"About a week after that, I started to find it harder to hear the lecturers in class. It was all little things at first, like spicy food not tasting quite right, or not feeling the cold as much when I had to rush to class without my coat. But I didn't see the pattern until one day, when out around the town with some friends, and I snagged my arm on a bit of broken railing. Tore up my sleeve, but I couldn't feel any real pain, so I just carried on, assumed I hadn't done any real damage. Didn't realise I'd torn open my arm until the blood started dripping out of my sleeve cuffs.

He held out his left arm. There was a scar about three inches long across the forearm. "Had to get stitches for that. They didn't hurt either, even after the anaesthetic wore off. The doctors did a check-up, and… well, it turned out I had something called a degenerative neurological disease. You ever heard of Stephen Hawking? He had one, motor neurone disease. It killed the nerve cells that let him control his muscles, so he slowly lost the ability to move or speak. And he was lucky, most people who get that die after two years, he manged to last fifty. You can keep someone like that alive and functional for a while with prosthetics and a ventilator, but sooner or later not enough of the body is left working to keep them alive."

"What I had was similar, but a lot rarer. It attacked my sensory nerve cells, the ones that send signals from my eyes and ears and so on to my brain. Within about two years, I would have lost my ability to see, hear, or feel anything. Total, incurable sensory deprivation."

I had absolutely no idea what to say. I couldn't – didn't want to – imagine being trapped like that, unable to sense anything around me. Total silence and darkness and isolation for the rest of your life. It was the stuff of nightmares.

"I'd like to claim that I took the news with quiet dignity, but that would be a lie. First thing after I left that hospital, I headed to the nearest bar and tried to drink myself into oblivion. But no amount of alcohol could get the knowledge of what was coming out of my head." He sighed very deeply. "Let's just say it was not a time in my life that I like to think about too much. My parents signed me up to a group set up to help people with neurodegenerative diseases cope. That's where I met Otto – Dr Octavius to you. He had motor neurone disease, and there was better treatment available for him if he had enough money, but he didn't. Neither of us expected to last even the two year prognosis we had been given."

"About six months into all this, me, Otto and the others at the group were approached by two men in suits, offering us free experimental treatment. All things considered, we probably should have realised something was up, but we were desperate, and not in the best mental state to be making informed decisions. We accepted, and after saying our goodbyes, got driven over to their facilities. And as you've probably guessed, they were not exactly on the up and up. Turned out that the supposed pharmaceutical company that they worked for was a front for some secret organisation called The Hand."

"The Hand wanted super-soldiers, so they grabbed people no one was going to miss, and tried to turn them into artificial Mutants. Not a lot of them survived the procedure. When SHIELD raided the place and rescued the people they'd taken, Otto and I were the only living test subjects on site."

He smiled ruefully "To be fair to the murderous evil conspiracy, they did end up curing us, though a dangerous retrovirus intended to induce M-Gene mutations was pushing the definition of treatment just a little. I never got my sight back, but all my other senses got dialled up to eleven, and I got a few new ones as well. My strength and reflexes got a bit of a boost as well, though not as much. Turned my hair red as well, apparently, no idea why." He paused, and then reached up for his sunglasses. "Might have something to do with what happened to my eyes."

He pulled off his sunglasses, and I couldn't avoid gasping. His eyes were at least half as big again as they should have been, and were a blank bright red, the same shade as his hair. I couldn't see any iris or pupil, or eyelids, and they didn't reflect anything like normal eyes did. The skin around them was a dark reddish black colour, and had an oddly scaly texture.

"Not a pretty sight, are they? No idea why they got altered so much if I can't see out of them, but there they are." He put the sunglasses back on. Now I understood why they clung so close to his skin. They had a lot to hide. "Otto got some powers too, that basically added universal adaptors to his central nervous system, and let him interface with computers and such just by sticking the cable jacks into his skin. Needless to say, SHIELD was very interested in what we could do, and offered us both jobs, which we accepted. Otto went to work in their labs, and I got assigned for training to become one of their special agents, like you are now. And do you know what? I. Was. **Awful.** "

For what was probably the umpteenth time that day, I felt my jaw drop. "But – what – how – I-I've _seen_ you fight! I've seen you move!"

"And that" he said, smiling, "Was the result of an enormous amount of hard work and training, over a very long time. Because no matter what special abilities had been dropped into my lap, I was still the stingy little kid who liked books better than sports, and had never thrown a punch in his life."

He turned to me. "So you'll have to forgive me, but the only answer I can give to your question is another question. Do you want to be good enough?"

"Of course I do!" I cried.

"And are you willing to put in the time and effort to become good enough?"

"Of course I am!"

He smiled, and for the first time since he had started telling me his story, it seemed genuine, if a little sad. "Then you should be fine. You're already better at this that I was when I started, and that's no small feat for a nine year-old. If you keep working the way you have been, then you'll be well on your way to being the best mecha pilot the world has ever seen."

Moments later, a siren began blaring. Mr Murdock stretched and stood up. "And I do believe that is the end of our session for today. No time for that theoretical work, but frankly, I think we've covered everything worthwhile there anyway." He gathered up the abandoned paperwork, and walked over towards the door. "You did good today, Peni. See you Friday."

"Mr Murdock?" I spoke before I had time to think. "I-I know I shouldn't pry, but – you knew my Father, didn't you?"

He stopped, and went very still. _Oh god, oh god, I shouldn't have kept asking after he told me so much._ I thought he would be furious, but when he turned to look at me, he just looked really sad. "Yes. I knew him. Richard had just started working at SHIELD when Otto and I were rescued. He was the first friend I made here."

I swallowed deeply, and asked timidly, "Could you tell me about him?"

"…Neither of us has anywhere pressing to be for the next two hours. After we shower, we can go get lunch, and I'll tell you everything I know."

 **Hell's Kitchen, Peter's Universe, Now**

"So" drawled Daredevil, "Other universes, huh?" He shook his head in disbelief. "Month ago, I'd have called ya nuts. But with everything that's happened the last few weeks? I'm just relieved that there isn't anyone around who could build the Tin can over there."

I'd thought I'd seen the worst this universe could throw at me. Tentacled abominations from another dimension? Temporally inappropriate war-suits? Angry mobs and racist thugs? It was all a trifle compared to this. The red clad vigilante on the roof next to us was the worst thing I had seen here, by far. Being around him was like being in a fever dream. Because the Devil of Hell's kitchen was quite clearly Matt Murdock.

"I'm not gonna complain that you told me this, Spider, but I would like to know why. We worked well together, but we ain't friends, and I get the feeling this is more than just a friendly heads up. So what gives?"

They weren't quite identical. The Daredevil was clearly shorter and thinner than the man I knew, and he looked a bit younger. But the bit of his face I could see, the shape of his head, his voice? Those were exactly the same. It was far closer than any parallel I'd seen yet. The Aunts May and Uncles Ben, Me and Peter, the Rhinos? None of us even came close to how similar these two were.

 **"** **Cause frankly, I need your help"** Peter said. **"I've been looking for Fisk's main base for a while, and I've done little else for the last week. I haven't found anything, and if anyone was going to know more, it'd be you."**

But nothing about him felt right. His body language, the way he talked, what I'd been able to determine of his personality? They all felt so very, very wrong. It was like a bad Life Model Decoy of the man I knew, everything about him subtly or not-so-subtly _off_. It made my skin crawl.

"Spider, if I knew for certain where Fisk was holed up, don't you think I'd be there, right now? Ever since the Bullseye case, he's avoided keeping too many of his men and resources in any one place. Operates multiple bases around the city in deniable locations, and moves between them in a pattern I can't figure. Makes me wish I'd done more than try to punch him in the teeth while I was in his original base, might have been my last chance to do some real damage."

 **"** **If you can't tell me where Fisk is, could you at least tell me where he'd most likely be keeping Mysterio? It'd have to be real out of sight, somewhere people wouldn't notice or wouldn't care about mysterious flashing lights or explosions."**

Daredevil stroked the stubble on his chin, thoughtfully. "I can think of a few places. I'd have to scout them out to be sure though. Alone."

 **"** **We'd probably get it done faster if we worked together."**

"I don't wanna be rude, Spider, but you aren't as stealthy as you think you are. You're big, you've got all the grace of a tap-dancing hippo, and your boots squeak. You might be good enough to get the drop on a bunch of mooks wandering the streets, but properly scouting out one of Fisk's strongholds? You'd tip off the first guard with more sense than God gave to a sparrow. And your friend would be even worse. Neither of you have what it takes to sneak around a place like that.

 _"_ _Says the man in a crimson unitard."_ The words came from my mouth entirely unbidden, dragging me into a conversation I had been entirely happy to avoid. _Damn my kneejerk sarcasm._

"It speaks!" Daredevil proclaimed. "I was starting to wonder if you really could talk. The papers said so, but they say a lot of things. Well then, friend, you got something worth saying, or does he just keep you around for muscle and jokes?"

 _Crapcrapcrapcrap what do I say?_

 _Calm_

SP/dr was right. I'd gotten myself into this conversation, and getting panicked wouldn't help.

 _"_ _Fact is, were probably going to have to sneak in at some point. I doubt you can handle this alone, and I'm pretty sure us going in all guns blazing wouldn't be a good idea when delicate dimension tearing machinery is involved. Unless you_ _ **want**_ _the whole of New York to get dropped into literal Hell."_

Any trace of humour departed from Daredevils face (and there hadn't been much to start with). "Then you're both gonna need to get a lot better at this than you are now. I'd suggest that you try going in plainclothes, but from what I've heard you don't much like to leave that suit. What, are you some kind of squid monster in there?"

 _"_ _Let's just say I don't really blend in."_

Daredevil grunted. "Yeah, well, I don't really care. As long as you're against men like Fisk, I don't give an ass what you are, one way or another."

He straightened up. "Well, as fun as this has been, my time is short. Fisk's doing a deal over by the docks. I'm hoping that the enforcers he's sent will have some useful information that might make all our jobs a little easier. I'll contact you as soon as I have any new information." He turned, ran to the edge of the roof and leapt off in an elegant somersault, disappearing from sight.

"Oh yes, very stealthy" Peter muttered darkly. He turned to me "We should probably be heading back now. If we stay out too much longer, Aunt May is going to notice you're not at home."

 _"_ _Right, yeah."_ And wasn't that going to make things difficult. Ever since the riot outside the welfare centre, Aunt May hadn't let me out of her sight. The only time I wold have any real chance of getting out would be in the middle of the night when she was asleep, and I couldn't do that too often. Unlike Peter, I still needed to sleep.

"Are you OK? You seemed oddly quiet while we were talking."

 _"_ _I'm fine. I was just thinking about a friend."_

 **Authors Note:**

 _Well, I said I'd get this chapter out by Sunday, and for once I've actually met that deadline. Phew, that chapter was hard work. Apologies to anyone who was hoping to see more of Noir Daredevil. I did originally plan to have Peter and Peni tag along with him on his attack at the docks, but the scene just wasn't working, so I had to cut it. Don't worry, we'll be seeing more of him soon enough. Next chapter will be out by next Sunday, and with any luck, I'll be able to return to a consistent schedule. God knows I don't have a lot else to do._

 _I hope you all enjoy this chapter, if you have any thoughts, suggestions or criticisms please feel free to post them, and I will see you in a weeks time._


End file.
